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 811-05848
The Gabelli Value Fund 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
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 1
The Gabelli Value Fund Inc.
INVESTMENT COMPANY REPORT
INTERACTIVE BROKERS GROUP INC
SECURITY 45841N107 MEETING TYPE Annual
TICKER SYMBOL IBKR MEETING DATE 08-Jul-2008
ISIN US45841N1072 AGENDA 932914840 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: THOMAS PETERFFY Management For For
1B ELECTION OF DIRECTOR: EARL H. NEMSER Management For For
1C ELECTION OF DIRECTOR: PAUL J. BRODY Management For For
1D ELECTION OF DIRECTOR: MILAN GALIK Management For For
1E ELECTION OF DIRECTOR: LAWRENCE E. HARRIS Management For For
1F ELECTION OF DIRECTOR: HANS R. STOLL Management For For
1G ELECTION OF DIRECTOR: IVERS W. RILEY Management For For
02 APPROVAL OF THE 2007 STOCK INCENTIVE PLAN Management Against Against
03 RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF DELOITTE & TOUCHE LLP
MACROVISION SOLUTIONS CORPORATION
SECURITY 55611C108 MEETING TYPE Special
TICKER SYMBOL MVSN MEETING DATE 15-Jul-2008
ISIN US55611C1080 AGENDA 932927378 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 TO APPROVE THE ADOPTION OF THE Management Against Against
MACROVISION SOLUTIONS CORPORATION 2008
EQUITY INCENTIVE PLAN (THE "2008 EQUITY
PLAN") COMPRISING 14,300,000 SHARES OF
MACROVISION SOLUTIONS CORPORATION COMMON
STOCK RESERVED FOR ISSUANCE UNDER THE
2008 EQUITY PLAN.
02 TO APPROVE THE ADOPTION OF THE Management For For
MACROVISION SOLUTIONS CORPORATION 2008
EMPLOYEE STOCK PURCHASE PLAN (THE "2008
ESPP") COMPRISING 7,500,000 SHARES OF
MACROVISION SOLUTIONS CORPORATION COMMON
STOCK RESERVED FOR ISSUANCE UNDER THE
2008 ESPP.
THE E.W. SCRIPPS COMPANY
SECURITY 811054204 MEETING TYPE Special
TICKER SYMBOL SSP MEETING DATE 15-Jul-2008
ISIN US8110542045 AGENDA 932928611 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 TO APPROVE THE AMENDMENT TO THE Management For For
COMPANY'S AMENDED AND RESTATED ARTICLES
OF INCORPORATION TO EFFECT THE 1-FOR-3
REVERSE SHARE SPLIT AND CORRESPONDING
REDUCTION IN STATED CAPITAL.
CONSTELLATION BRANDS, INC.
SECURITY 21036P108 MEETING TYPE Annual
TICKER SYMBOL STZ MEETING DATE 17-Jul-2008
ISIN US21036P1084 AGENDA 932924423 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 BARRY A. FROMBERG For For
2 JEANANNE K. HAUSWALD For For
3 JAMES A. LOCKE III For For
4 THOMAS C. MCDERMOTT For For
5 PETER M. PEREZ For For
6 RICHARD SANDS For For
7 ROBERT SANDS For For
8 PAUL L. SMITH For For
9 PETER H. SODERBERG For For
10 MARK ZUPAN For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG Management For For
LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE FISCAL YEAR ENDING FEBRUARY 28, 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 2
The Gabelli Value Fund Inc.
LEGG MASON, INC.
SECURITY 524901105 MEETING TYPE Annual
TICKER SYMBOL LM MEETING DATE 22-Jul-2008
ISIN US5249011058 AGENDA 932930642 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 DENNIS R. BERESFORD* For For
2 W. ALLEN REED* For For
3 ROGER W. SCHIPKE* For For
4 NICHOLAS J. ST. GEORGE* For For
5 MARK R. FETTING** For For
6 SCOTT C. NUTTALL*** For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
03 STOCKHOLDER PROPOSAL RELATING TO AN Shareholder Against For
INDEPENDENT DIRECTOR SERVING AS THE
CHAIRMAN OF THE BOARD.
04 STOCKHOLDER PROPOSAL RELATING TO AN Shareholder Against For
ADVISORY VOTE ON EXECUTIVE COMPENSATION.
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 Management For For
MERGER, 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 Management For For
LLP AS SAFECO'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2008.
04 ADJOURN OR POSTPONE THE ANNUAL MEETING, Management For For
IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES APPROVING THE MERGER
AGREEMENT.
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 Management For For
INDEPENDENT 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 Shareholder Against For
COMMITTEE ON HUMAN RIGHTS.
IAC/INTERACTIVECORP
SECURITY 44919P300 MEETING TYPE Annual
TICKER SYMBOL IACI MEETING DATE 01-Aug-2008
ISIN US44919P3001 AGENDA 932936959 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 EDGAR BRONFMAN, JR. For For
2 BARRY DILLER For For
3 VICTOR A. KAUFMAN For For
4 DONALD R. KEOUGH For For
5 BRYAN LOURD For For
6 JOHN C. MALONE For For
7 ARTHUR C. MARTINEZ For For
8 STEVEN RATTNER For For
9 ALAN G. SPOON For For
10 DIANE VON FURSTENBERG For For
11 MICHAEL P. ZEISSER For For
02 TO APPROVE THE PREFERRED STOCK MERGER Management For For
PROPOSAL, WHICH INVOLVES THE APPROVAL OF
THE ADOPTION OF A MERGER AGREEMENT TO
FACILITATE THE MERGER OF A WHOLLY-OWNED
SUBSIDIARY OF IAC WITH AND INTO IAC, IN
CONNECTION WITH WHICH EACH SHARE OF
SERIES B PREFERRED STOCK WILL BE
CONVERTED INTO THE RIGHT TO RECEIVE A
CASH PAYMENT.
03 TO APPROVE THE REVERSE STOCK SPLIT Management For For
PROPOSAL, WHICH INVOLVES THE APPROVAL OF
AN AMENDMENT TO IAC'S RESTATED
CERTIFICATE OF INCORPORATION TO EFFECT A
ONE-FOR-TWO REVERSE STOCK SPLIT OF IAC
COMMON STOCK AND CLASS B COMMON STOCK,
WHICH MAY BE IMPLEMENTED BY IAC'S BOARD
OF DIRECTORS IN ITS SOLE DISCRETION
IMMEDIATELY FOLLOWING THE COMPLETION OF
THE SPIN-OFFS.
04 TO APPROVE THE 2008 STOCK AND ANNUAL Management Against Against
INCENTIVE PLAN PROPOSAL.
05 TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS IAC'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE 2008 FISCAL YEAR.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 3
The Gabelli Value Fund Inc.
H.J. HEINZ COMPANY
SECURITY 423074103 MEETING TYPE Annual
TICKER SYMBOL HNZ MEETING DATE 13-Aug-2008
ISIN US4230741039 AGENDA 932934424 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: W.R. JOHNSON Management For For
1B ELECTION OF DIRECTOR: C.E. BUNCH Management For For
1C ELECTION OF DIRECTOR: L.S. COLEMAN, JR. Management For For
1D ELECTION OF DIRECTOR: J.G. DROSDICK Management For For
1E ELECTION OF DIRECTOR: E.E. HOLIDAY Management For For
1F ELECTION OF DIRECTOR: C. KENDLE Management For For
1G ELECTION OF DIRECTOR: D.R. O'HARE Management For For
1H ELECTION OF DIRECTOR: N. PELTZ Management For For
1I ELECTION OF DIRECTOR: D.H. REILLEY Management For For
1J ELECTION OF DIRECTOR: L.C. SWANN Management For For
1K ELECTION OF DIRECTOR: T.J. USHER Management For For
1L ELECTION OF DIRECTOR: M.F. WEINSTEIN Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
03 AMEND THE COMPANY BY-LAWS AND ARTICLES Management For For
OF INCORPORATION TO REDUCE SHAREHOLDER
VOTE REQUIRED TO AMEND D&O INDEMNITY
04 AMEND COMPANY ARTICLES OF INCORPORATION Management For For
TO REDUCE SHAREHOLDER VOTE REQUIRED TO
APPROVE CERTAIN BUSINESS COMBINATIONS.
CHINA YUCHAI INTERNATIONAL LIMITED
SECURITY G21082105 MEETING TYPE Special
TICKER SYMBOL CYD MEETING DATE 29-Aug-2008
ISIN BMG210821051 AGENDA 932940706 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 TO RECEIVE AND ADOPT THE RESTATED Management For For
AUDITED FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REPORT FOR THE
YEAR ENDED DECEMBER 31, 2005.
02 TO RECEIVE AND ADOPT THE AUDITED Management For For
FINANCIAL STATEMENTS AND INDEPENDENT
AUDITORS' REPORT FOR THE YEAR ENDED
DECEMBER 31, 2006.
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 Management For For
COMPANY'S RESTATED ARTICLES OF
INCORPORATION TO REQUIRE AN INDEPENDENT
CHAIRMAN OF THE BOARD OF DIRECTORS.
03 APPROVAL OF AN AMENDMENT TO THE Management For For
COMPANY'S RESTATED ARTICLES OF
INCORPORATION TO DECREASE THE
PERMISSIBLE NUMBER OF DIRECTORS.
04 APPROVAL OF AN AMENDMENT TO THE Management For For
COMPANY'S RESTATED ARTICLES OF
INCORPORATION TO IMPOSE DIRECTOR TERM
LIMITS.
05 APPROVAL OF AN AMENDMENT TO THE Management For For
COMPANY'S RESTATED ARTICLES OF
INCORPORATION TO LIMIT VOTING RIGHTS OF
PREFERRED STOCK.
06 APPROVAL OF AN ADVISORY PROPOSAL ON THE Management For For
COMPANY'S EXECUTIVE PAY-FOR-PERFORMANCE
COMPENSATION POLICIES AND PROCEDURES.
07 APPROVAL OF THE 2008 DEFERRED STOCK UNIT Management Against Against
PLAN FOR OUTSIDE DIRECTORS, TO REPLACE
THE 1989 STOCK OPTION PLAN FOR OUTSIDE
DIRECTORS.
08 RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING APRIL 30, 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 4
The Gabelli Value Fund Inc.
NAVISTAR INTERNATIONAL CORPORATION
SECURITY 63934E108 MEETING TYPE Annual
TICKER SYMBOL NAV MEETING DATE 05-Sep-2008
ISIN US63934E1082 AGENDA 932941645 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 Y. MARC BELTON For For
2 EUGENIO CLARIOND For For
3 JOHN D. CORRENTI For For
4 TERRY M. ENDSLEY For For
5 DR. ABBIE J. GRIFFIN For For
6 MICHAEL N. HAMMES For For
7 DAVID D. HARRISON For For
8 JAMES H. KEYES For For
9 STEVEN J. KLINGER For For
10 DANIEL C. USTIAN For For
02 VOTE TO RATIFY THE SELECTION OF KPMG LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
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 Management For For
UPON A PROPOSAL TO ADOPT THE AGREEMENT
AND PLAN OF MERGER, DATED AS OF JUNE 4,
2008.
02 PREFERRED STOCK ISSUANCE PROPOSAL: TO Management For For
CONSIDER 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 Management For For
AND VOTE UPON A PROPOSAL TO INCREASE THE
NUMBER OF SHARES OF COMMON STOCK AND
PREFERRED STOCK WHICH NEW DISCOVERY WILL
HAVE AUTHORITY TO ISSUE.
04 INCENTIVE PLAN PROPOSAL: TO CONSIDER AND Management Against Against
VOTE 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 Management For For
CONSIDER AND VOTE UPON A PROPOSAL TO
RATIFY THE SELECTION OF KPMG LLP AS OUR
INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2008.
GENERAL MILLS, INC.
SECURITY 370334104 MEETING TYPE Annual
TICKER SYMBOL GIS MEETING DATE 22-Sep-2008
ISIN US3703341046 AGENDA 932943598 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: BRADBURY H. Management For For
ANDERSON
1B ELECTION OF DIRECTOR: PAUL DANOS Management For For
1C ELECTION OF DIRECTOR: WILLIAM T. ESREY Management For For
1D ELECTION OF DIRECTOR: RAYMOND V. Management For For
GILMARTIN
1E ELECTION OF DIRECTOR: JUDITH RICHARDS Management For For
HOPE
1F ELECTION OF DIRECTOR: HEIDI G. MILLER Management For For
1G ELECTION OF DIRECTOR: HILDA Management For For
OCHOA-BRILLEMBOURG
1H ELECTION OF DIRECTOR: STEVE ODLAND Management For For
1I ELECTION OF DIRECTOR: KENDALL J. POWELL Management For For
1J ELECTION OF DIRECTOR: LOIS E. QUAM Management For For
1K ELECTION OF DIRECTOR: MICHAEL D. ROSE Management For For
1L ELECTION OF DIRECTOR: ROBERT L. RYAN Management For For
1M ELECTION OF DIRECTOR: DOROTHY A. TERRELL Management For For
02 RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
GENERAL MILLS' INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 5
The Gabelli Value Fund Inc.
WM. WRIGLEY JR. COMPANY
SECURITY 982526204 MEETING TYPE Special
TICKER SYMBOL WWYWB MEETING DATE 25-Sep-2008
ISIN US9825262044 AGENDA 932942217 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF APRIL 28, 2008,
AMONG WM. WRIGLEY JR. COMPANY, MARS,
INCORPORATED, NEW UNO HOLDINGS
CORPORATION AND NEW UNO ACQUISITION
CORPORATION, AS IT MAY BE AMENDED FROM
TIME TO TIME.
02 TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES IN FAVOR OF ADOPTING
THE MERGER AGREEMENT AT THE TIME OF THE
SPECIAL MEETING.
WM. WRIGLEY JR. COMPANY
SECURITY 982526105 MEETING TYPE Special
TICKER SYMBOL WWY MEETING DATE 25-Sep-2008
ISIN US9825261053 AGENDA 932942217 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF APRIL 28, 2008,
AMONG WM. WRIGLEY JR. COMPANY, MARS,
INCORPORATED, NEW UNO HOLDINGS
CORPORATION AND NEW UNO ACQUISITION
CORPORATION, AS IT MAY BE AMENDED FROM
TIME TO TIME.
02 TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES IN FAVOR OF ADOPTING
THE MERGER AGREEMENT AT THE TIME OF THE
SPECIAL MEETING.
DEL MONTE FOODS COMPANY
SECURITY 24522P103 MEETING TYPE Annual
TICKER SYMBOL DLM MEETING DATE 25-Sep-2008
ISIN US24522P1030 AGENDA 932944576 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF CLASS II DIRECTOR TO HOLD Management For For
OFFICE FOR THREE-YEAR TERM: TIMOTHY G.
BRUER
1B ELECTION OF CLASS II DIRECTOR TO HOLD Management For For
OFFICE FOR THREE-YEAR TERM: MARY R.
HENDERSON
1C ELECTION OF CLASS II DIRECTOR TO HOLD Management For For
OFFICE FOR THREE-YEAR TERM: SHARON L.
MCCOLLAM
02 TO RATIFY THE APPOINTMENT OF KPMG LLP, Management For For
AN INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM, AS DEL MONTE FOODS
COMPANY'S INDEPENDENT AUDITOR FOR ITS
FISCAL YEAR ENDING MAY 3, 2009.
GERBER SCIENTIFIC, INC.
SECURITY 373730100 MEETING TYPE Annual
TICKER SYMBOL GRB MEETING DATE 25-Sep-2008
ISIN US3737301008 AGENDA 932949502 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 DONALD P. AIKEN For For
2 MARC T. GILES For For
3 EDWARD G. JEPSEN For For
4 RANDALL D. LEDFORD For For
5 JOHN R. LORD For For
6 CAROLE F. ST. MARK For For
7 W. JERRY VEREEN For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE 2009 FISCAL YEAR
03 PROPOSAL TO APPROVE AN AMENDMENT TO THE Management Against Against
GERBER SCIENTIFIC, INC. 2006 OMNIBUS
INCENTIVE PLAN TO INCREASE BY 1,500,000
SHARES THE NUMBER OF SHARES OF THE
COMPANY'S COMMON STOCK AVAILABLE FOR
ISSUANCE UNDER THE PLAN
THE MOSAIC COMPANY
SECURITY 61945A107 MEETING TYPE Annual
TICKER SYMBOL MOS MEETING DATE 09-Oct-2008
ISIN US61945A1079 AGENDA 932948966 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 DAVID B. MATHIS For For
2 JAMES L. POPOWICH For For
3 JAMES T. PROKOPANKO For For
4 STEVEN M. SEIBERT For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 6
The Gabelli Value Fund Inc.
DIAGEO PLC
SECURITY 25243Q205 MEETING TYPE Annual
TICKER SYMBOL DEO MEETING DATE 15-Oct-2008
ISIN US25243Q2057 AGENDA 932957105 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 REPORT AND ACCOUNTS 2008 Management For For
02 DIRECTORS' REMUNERATION REPORT 2008 Management For For
03 DECLARATION OF FINAL DIVIDEND Management For For
04 TO RE-ELECT DR FB HUMER (MEMBER OF Management For For
NOMINATION COMMITTEE, CHAIRMAN OF
COMMITTEE) AS A DIRECTOR
05 TO RE-ELECT M LILJA (MEMBER OF AUDIT, Management For For
NOMINATION, REMUNERATION COMMITTEE) AS A
DIRECTOR
06 TO RE-ELECT WS SHANAHAN (MEMBER OF Management For For
AUDIT, NOMINATION, REMUNERATION
COMMITTEE) AS A DIRECTOR
07 TO RE-ELECT HT STITZER (MEMBER OF AUDIT, Management For For
NOMINATION, REMUNERATION COMMITTEE) AS A
DIRECTOR
08 ELECTION OF PG SCOTT (MEMBER OF AUDIT, Management For For
CHAIRMAN OF COMMITTEE, NOMINATION,
REMUNERATION) AS A DIRECTOR
09 RE-APPOINTMENT AND REMUNERATION OF Management For For
AUDITOR
10 AUTHORITY TO ALLOT RELEVANT SECURITIES Management For For
11 DISAPPLICATION OF PRE-EMPTION RIGHTS Management For For
12 AUTHORITY TO PURCHASE OWN ORDINARY SHARES Management For For
13 AUTHORITY TO MAKE POLITICAL DONATIONS Management For For
AND/OR TO INCUR POLITICAL EXPENDITURE
14 ADOPTION OF THE DIAGEO PLC 2008 Management For For
PERFORMANCE SHARE PLAN
15 ADOPTION OF THE DIAGEO PLC 2008 SENIOR Management For For
EXECUTIVE SHARE OPTION PLAN
16 AUTHORITY TO ESTABLISH INTERNATIONAL Management For For
SHARE PLANS
17 AMENDMENTS TO THE ARTICLES OF ASSOCIATION Management For For
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, Management For For
DATED AS OF JULY 10, 2008, AMONG ROHM
AND HAAS COMPANY ("ROHM AND HAAS"), THE
DOW CHEMICAL COMPANY, AND RAMSES
ACQUISITION CORP., A DIRECT WHOLLY OWNED
SUBSIDIARY OF THE DOW CHEMICAL COMPANY,
AS IT MAY BE AMENDED FROM TIME TO TIME,
PURSUANT TO WHICH RAMSES ACQUISITION
CORP. WILL MERGE WITH AND INTO ROHM AND
HAAS (THE "MERGER").
02 TO CONSIDER AND VOTE ON A PROPOSAL TO Management For For
ADJOURN OR POSTPONE THE SPECIAL MEETING
TO A LATER DATE OR TIME, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IN THE EVENT THERE ARE
INSUFFICIENT VOTES AT THE TIME OF SUCH
ADJOURNMENT OR POSTPONEMENT TO ADOPT THE
MERGER AGREEMENT.
PERNOD-RICARD, PARIS
SECURITY F72027109 MEETING TYPE MIX
TICKER SYMBOL RI.PA MEETING DATE 05-Nov-2008
ISIN FR0000120693 AGENDA 701724014 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
French Resident Shareowners must Non-Voting
complete, sign and forward the Proxy
Card dir-ectly to the sub custodian.
Please contact your Client Service
Representative-to obtain the necessary
card, account details and
directions. The followin-g applies
to Non- Resident Shareowners: Proxy
Cards: Voting instructions will-be
forwarded to the Global Custodians that
have become Registered Intermediar-ies,
on the Vote Deadline Date. In capacity
as Registered Intermediary, the Gl-obal
Custodian will sign the Proxy Card and
forward to the local custodian. If-you
are unsure whether your Global Custodian
acts as Registered Intermediary,-please
contact your representative
O.1 Receive the reports of the Board of Management For For
Directors and the Auditors; approve the
Company's financial statements for the
YE in 30 JUN 2008 as presented, earnings
for the FY: EUR 925,580,852.74, the
expenses and charges that were not tax
deductible of EUR 125,815.00 with a
corresponding tax of EUR 43,322.00
O.2 Receive the reports of the Board of Management For For
Directors and the Auditors; approve the
consolidated financial statements for
the said FY, in the form presented to
the meeting
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 7
The Gabelli Value Fund Inc.
O.3 Approve the recommendations of the Board Management For For
of 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 Management For For
Auditors on 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 Management For For
Auditors on 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 Management For For
Auditors on agreements governed by
Article L.225.38 ET L.225.42.1 of the
French Commercial Code, and approve the
said report and the agreements referred
to therein concerning Mr. Pierre
Pringet, Managing Director
O.7 Approve to renew the appointment of Mr. Management For For
Patrick Ricard as Director for a 4 year
period
O.8 Approve to renew the appointment of Mr. Management For For
Pierre Pringuet as Director for a 4 year
period
O.9 Approve to renew the appointment of Mr. Management For For
Rafael Gonzalez- Gallarza as Director
for a 4 year period
O.10 Appoint Mr. Wolfgang Colberg as a Management For For
Director, for a 4 year period
O.11 Appoint Mr. Cesar Giron as a Director, Management For For
for a 4 year period
O.12 Approve to award total annual fees of Management For For
EUR 750,000.00 to the Board of Directors
O.13 Authorize the Board of Directors to Management For For
trade in the Company's shares on the
stock market, subject to the conditions
specified below: maximum purchase price:
EUR 125.00, maximum number of shares to
be acquired: 10% of the share capital,
maximum funds invested in the share
buybacks: EUR 2,746,037,125.00
[Authority expires at the end of 18
months] this authorization supersedes
the fraction unused of the authorization
granted by the shareholders' meeting of
07 NOV 2007, in its resolution number 8
and to take all necessary measures and
accomplish all necessary formalities
E.14 Grant authority to the Board of Management For For
Directors to 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 Management For For
Directors to 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 Management For For
increase the share capital, on one or
more occasions, at its sole discretion,
in favor of employees and corporate
officers of the Company who are members
of a Company Savings Plan, [Authority
expires at the end of 26 months] and for
a nominal amount that shall not exceed
2% of the share capital, this amount
shall count against the overall value
set forth in resolution number 11 of the
shareholders' meeting dated 07 NOV 2007,
the shareholders meeting decides to
cancel the shareholders' preferential
subscription rights, this authorization
supersedes the fraction unused of the
authorization granted by the
shareholders' meeting of 07 NOV 2007, in
its resolution number 20, and to take
all necessary measures and accomplish
all necessary formalities to charge the
share issuance cost against the related
premiums and deduct from the premiums
the amounts necessary to raise the legal
reserve to one-tenth of the new capital
after each increase
E.17 Grant full powers to the bearer of an Management For For
original, a copy or extract of the
minutes of this meeting to carry out all
filings, publications and other
formalities prescribed by law
MEREDITH CORPORATION
SECURITY 589433101 MEETING TYPE Annual
TICKER SYMBOL MDP MEETING DATE 05-Nov-2008
ISIN US5894331017 AGENDA 932955985 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1 DIRECTOR Management
1 ALFRED H. DREWES For For
2 DAVID J. LONDONER For For
3 PHILIP A. MARINEAU For For
4 ELIZABETH E. TALLETT For For
2 TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING JUNE 30, 2009.
3 TO VOTE UPON THE PROPOSED AMENDMENT TO Management For For
THE MEREDITH CORPORATION EMPLOYEE STOCK
PURCHASE PLAN OF 2002 TO AUTHORIZE AN
ADDITIONAL 500,000 SHARES FOR ISSUANCE
AND SALE TO EMPLOYEES.
4 TO VOTE ON SHAREHOLDER PROPOSALS, IF Shareholder Against For
PROPERLY PRESENTED AT THE MEETING.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 8
The Gabelli Value Fund Inc.
HERCULES INCORPORATED
SECURITY 427056106 MEETING TYPE Special
TICKER SYMBOL HPC MEETING DATE 05-Nov-2008
ISIN US4270561065 AGENDA 932962310 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 ADOPTION OF THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED JULY 10, 2008, PURSUANT TO
WHICH ASHLAND INC. ("ASHLAND") WILL
ACQUIRE HERCULES INCORPORATED
("HERCULES") AND EACH OUTSTANDING SHARE
OF HERCULES COMMON STOCK WILL BE
CONVERTED INTO THE RIGHT TO RECEIVE
0.0930 OF A SHARE OF ASHLAND COMMON
STOCK AND $18.60 IN CASH.
02 ADJOURNMENT OF THE HERCULES SPECIAL Management For For
MEETING, IF NECESSARY, TO PERMIT FURTHER
SOLICITATION OF PROXIES IF THERE ARE NOT
SUFFICIENT VOTES AT THE TIME OF THE
HERCULES SPECIAL MEETING IN FAVOR OF
PROPOSAL NUMBER 1.
ARCHER-DANIELS-MIDLAND COMPANY
SECURITY 039483102 MEETING TYPE Annual
TICKER SYMBOL ADM MEETING DATE 06-Nov-2008
ISIN US0394831020 AGENDA 932959969 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: G.W. BUCKLEY Management For For
1B ELECTION OF DIRECTOR: M.H. CARTER Management For For
1C ELECTION OF DIRECTOR: V.F. HAYNES Management For For
1D ELECTION OF DIRECTOR: A. MACIEL Management For For
1E ELECTION OF DIRECTOR: P.J. MOORE Management For For
1F ELECTION OF DIRECTOR: M.B. MULRONEY Management For For
1G ELECTION OF DIRECTOR: T.F. O'NEILL Management For For
1H ELECTION OF DIRECTOR: K.R. WESTBROOK Management For For
1I ELECTION OF DIRECTOR: P.A. WOERTZ Management For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING JUNE 30, 2009.
03 ADOPT STOCKHOLDER'S PROPOSAL REGARDING Shareholder Against For
GLOBAL HUMAN RIGHTS STANDARDS.
REPUBLIC SERVICES, INC.
SECURITY 760759100 MEETING TYPE Special
TICKER SYMBOL RSG MEETING DATE 14-Nov-2008
ISIN US7607591002 AGENDA 932964035 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 APPROVAL OF PROPOSAL TO ISSUE SHARES OF Management For For
REPUBLIC COMMON STOCK AND OTHER
SECURITIES CONVERTIBLE INTO SHARES OF
REPUBLIC COMMON STOCK, IN CONNECTION
WITH TRANSACTIONS CONTEMPLATED BY
AGREEMENT AND PLAN OF MERGER, AMONG
REPUBLIC, RS MERGER WEDGE, INC., AND
ALLIED WASTE INDUSTRIES, INC., AS
DESCRIBED IN THE ACCOMPANYING JOINT
PROXY STATEMENT/PROSPECTUS.
02 APPROVAL OF PROPOSAL TO ADJOURN THE Management For For
SPECIAL MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IN FAVOR OF
THE FOREGOING PROPOSAL.
MEIJI SEIKA KAISHA,LTD.
SECURITY J41766106 MEETING TYPE ExtraOrdinary General
Meeting
TICKER SYMBOL MFV.BE MEETING DATE 26-Nov-2008
ISIN JP3917000006 AGENDA 701760692 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1 Approve Incorporation of a Parent Management For For
Company through Joint Share Transfer
2 Amend the Articles of Incorporation Management For For
MERRILL LYNCH & CO., INC.
SECURITY 590188108 MEETING TYPE Special
TICKER SYMBOL MER MEETING DATE 05-Dec-2008
ISIN US5901881087 AGENDA 932971434 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF SEPTEMBER 15, 2008, BY AND
BETWEEN MERRILL LYNCH & CO., INC. AND
BANK OF AMERICA CORPORATION
02 APPROVE THE AMENDMENT TO THE RESTATED Management For For
CERTIFICATE OF INCORPORATION OF MERRILL
LYNCH & CO., INC.
03 APPROVE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IN THE EVENT
THAT THERE ARE NOT SUFFICIENT VOTES AT
THE TIME OF THE SPECIAL MEETING FOR THE
FOREGOING PROPOSALS
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 9
The Gabelli Value Fund Inc.
MONSANTO COMPANY
SECURITY 61166W101 MEETING TYPE Annual
TICKER SYMBOL MON MEETING DATE 14-Jan-2009
ISIN US61166W1018 AGENDA 932980534 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: JANICE L. FIELDS Management For For
1B ELECTION OF DIRECTOR: HUGH GRANT Management For For
1C ELECTION OF DIRECTOR: C. STEVEN MCMILLAN Management For For
1D ELECTION OF DIRECTOR: ROBERT J. STEVENS Management For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE 2009 FISCAL YEAR.
TIME WARNER INC.
SECURITY 887317105 MEETING TYPE Special
TICKER SYMBOL TWX MEETING DATE 16-Jan-2009
ISIN US8873171057 AGENDA 932979670 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 COMPANY PROPOSAL TO (A) AUTHORIZE THE Management For For
BOARD TO EFFECT PRIOR TO 12/31/09, A
REVERSE STOCK SPLIT OF THE OUTSTANDING
AND TREASURY COMMON STOCK OF TIME
WARNER, AT A REVERSE STOCK SPLIT RATIO
OF EITHER 1-FOR-2 OR 1-FOR-3, AND (B)
APPROVE AMENDMENT TO THE COMPANY'S
RESTATED CERTIFICATE OF INCORPORATION IN
THE RELEVANT FORM ATTACHED TO THE PROXY
STATEMENT TO EFFECT THE REVERSE STOCK
SPLIT AND TO REDUCE PROPORTIONATELY THE
TOTAL NUMBER OF SHARES THAT TIME WARNER
IS AUTHORIZED TO ISSUE, SUBJECT TO THE
BOARD'S AUTHORITY TO ABANDON SUCH
AMENDMENT.
ENERGIZER HOLDINGS, INC.
SECURITY 29266R108 MEETING TYPE Annual
TICKER SYMBOL ENR MEETING DATE 26-Jan-2009
ISIN US29266R1086 AGENDA 932983326 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 BILL G. ARMSTRONG For For
2 J. PATRICK MULCAHY For For
3 PAMELA M. NICHOLSON For For
02 PROPOSAL TO APPROVE 2009 INCENTIVE STOCK Management Abstain Against
PLAN AND PERFORMANCE CRITERIA.
ASHLAND INC.
SECURITY 044209104 MEETING TYPE Annual
TICKER SYMBOL ASH MEETING DATE 29-Jan-2009
ISIN US0442091049 AGENDA 932983580 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 ROGER W. HALE* For For
2 VADA O. MANAGER* For For
3 GEORGE A SCHAEFER, JR.* For For
4 JOHN F. TURNER* For For
5 MARK C. ROHR** For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR FISCAL 2009.
03 APPROVAL OF AMENDMENT TO ARTICLES OF Management For For
INCORPORATION TO PROVIDE FOR MAJORITY
VOTING FOR ELECTION OF DIRECTORS IN
UNCONTESTED ELECTIONS.
GRIFFON CORPORATION
SECURITY 398433102 MEETING TYPE Annual
TICKER SYMBOL GFF MEETING DATE 04-Feb-2009
ISIN US3984331021 AGENDA 932988225 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 HARVEY R. BLAU For For
2 GERALD J. CARDINALE For For
3 BRADLEY J. GROSS For For
4 GEN. DONALD J. KUTYNA For For
5 JAMES A. MITAROTONDA For For
02 APPROVAL OF AMENDMENT TO THE GRIFFON Management Against Against
CORPORATION 2006 EQUITY INCENTIVE PLAN
TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK FOR GRANT UNDER THE PLAN BY
5,750,000 SHARES.
03 APPROVAL OF AMENDMENT TO THE GRIFFON Management For For
CORPORATION 2006 EQUITY INCENTIVE PLAN
TO INCREASE THE NUMBER OF SHARES THAT
MAY BE GRANTED TO ANY ONE PARTICIPANT IN
ANY ONE FISCAL YEAR TO 1,500,000 SHARES.
04 RATIFICATION OF THE SELECTION BY OUR Management For For
AUDIT COMMITTEE OF GRANT THORNTON LLP TO
SERVE AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 10
The Gabelli Value Fund Inc.
INGLES MARKETS, INCORPORATED
SECURITY 457030104 MEETING TYPE Annual
TICKER SYMBOL IMKTA MEETING DATE 10-Feb-2009
ISIN US4570301048 AGENDA 932988201 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 FRED D. AYERS For For
2 JOHN O. POLLARD For For
02 STOCKHOLDER PROPOSAL CONCERNING Shareholder Against For
SEVERANCE AGREEMENTS THE DIRECTORS ARE
REQUESTED TO AMEND THE COMPANYS BYLAWS
TO REQUIRE SHAREHOLDER APPROVAL OF
FUTURE GOLDEN PARACHUTES OR SEVERANCE
AGREEMENTS WITH SENIOR EXECUTIVES THAT
PROVIDE BENEFITS IN AN AMOUNT EXCEEDING
2.99 TIMES THE SUM OF THE EXECUTIVES
BASE SALARY PLUS BONUS.
03 STOCKHOLDER PROPOSAL REGARDING ANIMAL Shareholder Against For
WELFARE PROGRESS REPORT RESOLVED THAT
SHAREHOLDERS REQUEST THAT THE BOARD OF
DIRECTORS ISSUE A REPORT DETAILING ANY
PROGRESS MADE TOWARD ADOPTING ANIMAL
WELFARE POLICIES PERTAINING TO THE
PURCHASING OF PORK, EGGS, AND POULTRY.
THE REPORT SHOULD BE PREPARED BY AUGUST
2009 AND SHOULD EXCLUDE PROPRIETARY
INFORMATION.
NAVISTAR INTERNATIONAL CORPORATION
SECURITY 63934E108 MEETING TYPE Annual
TICKER SYMBOL NAV MEETING DATE 17-Feb-2009
ISIN US63934E1082 AGENDA 932992402 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 Y. MARC BELTON For For
2 TERRY M. ENDSLEY For For
3 MICHAEL N. HAMMES For For
02 VOTE TO RATIFY THE SELECTION OF KPMG LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
03 VOTE TO APPROVE THE MATERIAL TERMS OF Management For For
THE MEASUREMENTS AND GOALS SET FORTH IN
OUR 2004 PERFORMANCE INCENTIVE PLAN.
DEERE & COMPANY
SECURITY 244199105 MEETING TYPE Annual
TICKER SYMBOL DE MEETING DATE 25-Feb-2009
ISIN US2441991054 AGENDA 932992185 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: CRANDALL C. BOWLES Management For For
1B ELECTION OF DIRECTOR: VANCE D. COFFMAN Management For For
1C ELECTION OF DIRECTOR: CLAYTON M. JONES Management For For
1D ELECTION OF DIRECTOR: THOMAS H. PATRICK Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
FISCAL 2009
03 STOCKHOLDER PROPOSAL #1 - ANNUAL Management For For
ELECTION OF DIRECTORS
04 STOCKHOLDER PROPOSAL #2 - ADVISORY VOTE Shareholder Against For
ON EXECUTIVE COMPENSATION
05 STOCKHOLDER PROPOSAL #3 - SEPARATION OF Shareholder Against For
CEO AND CHAIRMAN RESPONSIBILITIES
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 11
The Gabelli Value Fund Inc.
TYCO INTERNATIONAL LTD
SECURITY G9143X208 MEETING TYPE Special
TICKER SYMBOL TYC MEETING DATE 12-Mar-2009
ISIN BMG9143X2082 AGENDA 932994418 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 TO CONSIDER AND APPROVE A RESOLUTION TO Management For For
APPROVE TYCO INTERNATIONAL LTD.'S
DISCONTINUANCE FROM BERMUDA AS PROVIDED
IN SECTION 132G OF THE COMPANIES ACT
1981 OF BERMUDA AND THE COMPANY'S CHANGE
OF DOMICILE TO SCHAFFHAUSEN, SWITZERLAND.
02 TO CONSIDER AND APPROVE A RESOLUTION Management For For
THAT WILL HAVE THE EFFECT OF INCREASING
OUR REGISTERED SHARE CAPITAL.
03 TO CONSIDER AND APPROVE THE NAME OF TYCO Management For For
INTERNATIONAL LTD.
04 TO CONSIDER AND APPROVE THE CHANGE OF Management For For
THE CORPORATE PURPOSE OF TYCO
INTERNATIONAL LTD.
05 TO CONSIDER AND APPROVE TYCO Management For For
INTERNATIONAL LTD.'S PROPOSED SWISS
ARTICLES OF ASSOCIATION.
06 TO CONFIRM SWISS LAW AS THE Management For For
AUTHORITATIVE LEGISLATION GOVERNING TYCO
INTERNATIONAL LTD.
07 TO CONFIRM THE PRINCIPAL PLACE OF Management For For
BUSINESS OF TYCO INTERNATIONAL LTD. AS
SCHAFFHAUSEN, SWITZERLAND.
08 TO APPOINT PRICEWATERHOUSECOOPERS AG, Management For For
ZURICH AS SPECIAL AUDITOR UNTIL TYCO
INTERNATIONAL LTD.'S NEXT ANNUAL GENERAL
MEETING.
09 TO ELECT DELOITTE AG AS OUR STATUTORY Management For For
AUDITORS FOR A TERM OF ONE YEAR UNTIL
TYCO INTERNATIONAL LTD.'S NEXT ANNUAL
GENERAL MEETING.
10 TO APPROVE THE PAYMENT OF A DIVIDEND Management For For
THROUGH A REDUCTION OF REGISTERED
CAPITAL.
11 TO APPROVE THE MOTION TO ADJOURN THE Management For For
MEETING TO A LATER DATE TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE
MEETING TO APPROVE THE CHANGE OF
DOMICILE.
TYCO INTERNATIONAL LTD
SECURITY G9143X208 MEETING TYPE Annual
TICKER SYMBOL TYC MEETING DATE 12-Mar-2009
ISIN BMG9143X2082 AGENDA 932994521 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 EDWARD D. BREEN For For
2 TIMOTHY M. DONAHUE For For
3 BRIAN DUPERREAULT For For
4 BRUCE S. GORDON For For
5 RAJIV. L. GUPTA For For
6 JOHN A. KROL For For
7 BRENDAN R. O'NEILL For For
8 WILLIAM S. STAVROPOULOS For For
9 SANDRA S. WIJNBERG For For
10 JEROME B. YORK For For
11 R. DAVID YOST For For
02 REAPPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS TYCO'S INDEPENDENT AUDITORS AND
AUTHORIZATION FOR THE AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS TO SET THE
AUDITORS' REMUNERATION.
03 AMENDMENTS TO THE COMPANY'S 2004 STOCK Management For For
AND INCENTIVE PLAN.
COVIDIEN LTD.
SECURITY G2552X108 MEETING TYPE Annual
TICKER SYMBOL COV MEETING DATE 18-Mar-2009
ISIN BMG2552X1083 AGENDA 932993377 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: CRAIG ARNOLD Management For For
1B ELECTION OF DIRECTOR: ROBERT H. BRUST Management For For
1C ELECTION OF DIRECTOR: JOHN M. CONNORS, Management For For
JR.
1D ELECTION OF DIRECTOR: CHRISTOPHER J. Management For For
COUGHLIN
1E ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE Management For For
1F ELECTION OF DIRECTOR: KATHY J. HERBERT Management For For
1G ELECTION OF DIRECTOR: RANDALL J. HOGAN, Management For For
III
1H ELECTION OF DIRECTOR: RICHARD J. MEELIA Management For For
1I ELECTION OF DIRECTOR: DENNIS H. REILLEY Management For For
1J ELECTION OF DIRECTOR: TADATAKA YAMADA Management For For
1K ELECTION OF DIRECTOR: JOSEPH A. Management For For
ZACCAGNINO
02 APPROVE AMENDED AND RESTATED 2007 STOCK Management For For
AND INCENTIVE PLAN
03 APPOINTMENT OF INDEPENDENT AUDITORS AND Management For For
AUTHORIZATION OF THE AUDIT COMMITTEE TO
SET THE AUDITORS' REMUNERATION
KATY INDUSTRIES, INC.
SECURITY 486026107 MEETING TYPE Special
TICKER SYMBOL KATY MEETING DATE 19-Mar-2009
ISIN US4860261076 AGENDA 933000096 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 THE AMENDMENT OF KATY'S CERTIFICATE OF Management For For
INCORPORATION TO EFFECT A 1-FOR-500
REVERSE STOCK SPLIT OF KATY'S COMMON
SHARES.
02 THE PROPOSAL FOR THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING, IF
NECESSARY OR APPROPRIATE TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO ADOPT THE REVERSE
STOCK SPLIT.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 12
The Gabelli Value Fund Inc.
GENCORP INC.
SECURITY 368682100 MEETING TYPE Annual
TICKER SYMBOL GY MEETING DATE 25-Mar-2009
ISIN US3686821006 AGENDA 933003624 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 THOMAS A. CORCORAN For For
2 JAMES R. HENDERSON For For
3 WARREN G. LICHTENSTEIN For For
4 DAVID A. LORBER For For
5 JAMES H. PERRY For For
6 MARTIN TURCHIN For For
7 ROBERT C. WOODS For For
02 RATIFICATION OF THE AUDIT COMMITTEE'S Management For For
APPOINTMENT OF PRICEWATERHOUSECOOPERS
LLP AS THE INDEPENDENT AUDITORS OF THE
COMPANY.
03 APPROVAL OF THE 2009 EQUITY AND Management For For
PERFORMANCE INCENTIVE PLAN.
FOMENTO ECONOMICO MEXICANO S.A.B. DE CV
SECURITY 344419106 MEETING TYPE Special
TICKER SYMBOL FMX MEETING DATE 25-Mar-2009
ISIN US3444191064 AGENDA 933008054 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 REPORT OF THE BOARD OF DIRECTORS; Management For
PRESENTATION OF THE FINANCIAL STATEMENTS
OF FOMENTO ECONOMICO MEXICANO, S.A.B. DE
C.V. FOR THE 2008, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
02 REPORT WITH RESPECT TO THE COMPLIANCE OF Management For
TAX OBLIGATIONS, PURSUANT TO ARTICLE 86,
SUBSECTION XX OF THE INCOME TAX LAW.
03 APPLICATION OF THE RESULTS FOR THE 2008 Management For
FISCAL YEAR, INCLUDING THE PAYMENT OF A
CASH DIVIDEND, IN MEXICAN PESOS, IN THE
AMOUNT OF $0.0807887 PER EACH SERIES "B"
SHARE, AND $0.100985875 PER EACH SERIES
"D" SHARE, CORRESPONDING TO $0.4039435
PER "B UNIT" AND $0.4847322 PER "BD"
UNIT.
04 PROPOSAL TO DETERMINE AS THE MAXIMUM Management For
AMOUNT OF RESOURCES TO BE USED FOR THE
SHARE REPURCHASE PROGRAM, THE AMOUNT OF
$3,000,000,000.00 MEXICAN PESOS,
PURSUANT TO ARTICLE 56 OF THE SECURITIES
MARKET LAW.
05 ELECTION OF PROPRIETARY AND ALTERNATE Management For
MEMBERS AND SECRETARIES OF THE BOARD,
ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
06 PROPOSAL TO INTEGRATE THE FOLLOWING Management For
COMMITTEES: (I) FINANCE AND PLANNING,
(II) AUDIT, AND (III) CORPORATE
PRACTICES; APPOINTMENT OF THEIR
RESPECTIVE CHAIRMAN, AND WITH THEIR
REMUNERATION.
07 APPOINTMENT OF DELEGATES FOR THE Management For
EXECUTION AND FORMALIZATION OF THE
MEETING'S RESOLUTION.
08 READING AND, IF APPLICABLE, APPROVAL OF Management For
THE MINUTE.
GIVAUDAN SA
SECURITY H3238Q102 MEETING TYPE Annual General Meeting
TICKER SYMBOL GVDNY.PK MEETING DATE 26-Mar-2009
ISIN CH0010645932 AGENDA 701833471 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
THE PRACTICE OF SHARE BLOCKING VARIES Non-Voting
WIDELY IN THIS MARKET. PLEASE CONTACT
YO-UR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN BLOCKING INFORMATION FOR YOUR
ACCOU-NTS.
PLEASE NOTE THAT THIS IS THE PART II OF Non-Voting
THE MEETING NOTICE SENT UNDER
MEETING-540767, INCLUDING THE AGENDA. TO
VOTE IN THE UPCOMING MEETING, YOUR NAME
MUST-BE NOTIFIED TO THE COMPANY
REGISTRAR AS BENEFICIAL OWNER BEFORE THE
RE-REGISTR-ATION DEADLINE. PLEASE NOTE
THAT THOSE INSTRUCTIONS THAT ARE
SUBMITTED AFTER T-HE CUTOFF DATE WILL BE
PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1. Approve the annual report, the annual Management No Action
financial statements and the
consolidated financial statements 2008
2. Grant discharge to the Members of the Management No Action
Board of Directors
3. Approve the appropriation of the Management No Action
available earnings
4.a Approve the issue to the shareholders of Management No Action
the Company of warrants entitling them
to receive new shares out of the
conditional capital of the Company on
terms and conditions as specified, to
create conditional share capital
reserved for the exercise of warrants
granted to the shareholders of the
Company and entitling them to new shares
for a maximum amount of CHF 3,500,000 in
nominal value
4.b Approve to increase the conditional Management No Action
share capital reserved for bond issues
with option or conversion rights of the
Company or of affiliates of the Company
by CHF 3,000,000 in nominal value from
CHF 9,000,000 to a maximum amount of CHF
12,000,000 in nominal value
4.c Approve to replace Article 3B of the Management No Action
Articles of Incorporation of the Company
by the following New Article 3B as
specified
5. Elect Mr. Thomas Rufer as a New Director Management No Action
to replace Prof. John Marthinsen and to
re-elect Messrs. Andre Hoffmann and Dr.
Juerg Witmer, all for a term of 3 years
in accordance with the Articles of
Incorporation, elections are individual
6. Elect Deloitte AG as the Statutory Management No Action
Auditors for the FY 2009
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 13
The Gabelli Value Fund Inc.
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 Management For For
(NON-BINDING) RESOLUTION RELATING TO
2008 EXECUTIVE COMPENSATION.
03 RATIFICATION OF APPOINTMENT OF KPMG LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTANT.
04 STOCKHOLDER PROPOSAL WITH RESPECT TO Shareholder Against For
CUMULATIVE VOTING.
05 STOCKHOLDER PROPOSAL REQUESTING A 75% Shareholder Against For
RETENTION POLICY FOR SHARES ACQUIRED
THROUGH COMPENSATION PLANS.
TEXAS INSTRUMENTS INCORPORATED
SECURITY 882508104 MEETING TYPE Annual
TICKER SYMBOL TXN MEETING DATE 16-Apr-2009
ISIN US8825081040 AGENDA 933004246 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: J.R. ADAMS Management For For
1B ELECTION OF DIRECTOR: D.L. BOREN Management For For
1C ELECTION OF DIRECTOR: D.A. CARP Management For For
1D ELECTION OF DIRECTOR: C.S. COX Management For For
1E ELECTION OF DIRECTOR: D.R. GOODE Management For For
1F ELECTION OF DIRECTOR: S.P. MACMILLAN Management For For
1G ELECTION OF DIRECTOR: P.H. PATSLEY Management For For
1H ELECTION OF DIRECTOR: W.R. SANDERS Management For For
1I ELECTION OF DIRECTOR: R.J. SIMMONS Management For For
1J ELECTION OF DIRECTOR: R.K. TEMPLETON Management For For
1K ELECTION OF DIRECTOR: C.T. WHITMAN Management For For
02 BOARD PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
2009.
03 BOARD PROPOSAL TO APPROVE A TEXAS Management Against Against
INSTRUMENTS 2009 LONG-TERM INCENTIVE
PLAN.
04 BOARD PROPOSAL TO APPROVE A TEXAS Management Against Against
INSTRUMENTS 2009 DIRECTOR COMPENSATION
PLAN.
05 STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
SEPARATION OF ROLES OF CHAIRMAN AND CEO.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 14
The Gabelli Value Fund Inc.
CHINA YUCHAI INTERNATIONAL LIMITED
SECURITY G21082105 MEETING TYPE Annual
TICKER SYMBOL CYD MEETING DATE 17-Apr-2009
ISIN BMG210821051 AGENDA 933013055 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 TO RECEIVE AND ADOPT THE AUDITED Management For For
FINANCIAL STATEMENTS AND INDEPENDENT
AUDITORS' REPORT FOR THE FINANCIAL YEAR
ENDED DECEMBER 31, 2007.
02 TO APPROVE AN INCREASE IN THE LIMIT OF Management For For
THE DIRECTORS' FEES AS SET OUT IN THE
BYE-LAWS OF THE COMPANY FROM US$250,000
TO US$574,658 FOR THE FINANCIAL YEAR
2008 (DIRECTORS' FEES PAID FOR FY 2007:
US$506,850).
03 DIRECTOR Management
1 MR TEO TONG KOOI For For
2 MR KWEK LENG PECK For For
3 MR GAN KHAI CHOON For For
4 MR TAN AIK-LEANG For For
5 MR NEO POH KIAT For For
6 MR MATTHEW RICHARDS For For
7 MR YAN PING For For
8 MR ZHANG SHI YONG For For
04 TO AUTHORIZE THE BOARD OF DIRECTORS TO Management For For
APPOINT DIRECTORS TO FILL ANY VACANCIES
ON THE BOARD.
05 TO APPOINT MESSRS ERNST & YOUNG LLP AS Management For For
INDEPENDENT AUDITORS OF THE COMPANY IN
PLACE OF MESSRS KPMG LLP, SINGAPORE WHO
WILL BE RESIGNING UPON THE CONCLUSION OF
THE MEETING, AND THE AUDIT COMMITTEE BE
AUTHORIZED TO FIX THEIR REMUNERATION.
GENUINE PARTS COMPANY
SECURITY 372460105 MEETING TYPE Annual
TICKER SYMBOL GPC MEETING DATE 20-Apr-2009
ISIN US3724601055 AGENDA 933004981 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 DR. MARY B. BULLOCK For For
2 JEAN DOUVILLE For For
3 THOMAS C. GALLAGHER For For
4 GEORGE C. "JACK" GUYNN For For
5 JOHN D. JOHNS For For
6 MICHAEL M.E. JOHNS, MD For For
7 J. HICKS LANIER For For
8 WENDY B. NEEDHAM For For
9 JERRY W. NIX For For
10 LARRY L. PRINCE For For
11 GARY W. ROLLINS For For
02 RATIFICATION OF THE SELECTION OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009.
CRANE CO.
SECURITY 224399105 MEETING TYPE Annual
TICKER SYMBOL CR MEETING DATE 20-Apr-2009
ISIN US2243991054 AGENDA 933005779 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: DONALD G. COOK Management For For
1B ELECTION OF DIRECTOR: ROBERT S. EVANS Management For For
1C ELECTION OF DIRECTOR: ERIC C. FAST Management For For
1D ELECTION OF DIRECTOR: DORSEY R. GARDNER Management For For
02 RATIFICATION OF SELECTION OF DELOITTE & Management For For
TOUCHE LLP AS INDEPENDENT AUDITORS FOR
THE COMPANY FOR 2009
03 APPROVAL OF THE 2009 STOCK INCENTIVE PLAN Management For For
04 APPROVAL OF THE 2009 NON-EMPLOYEE Management For For
DIRECTOR COMPENSATION PLAN
05 APPROVAL OF THE 2009 CORPORATE EVA Management For For
INCENTIVE COMPENSATION PLAN
06 APPROVAL OF SHAREHOLDER PROPOSAL Shareholder Against For
CONCERNING ADOPTION OF THE MACBRIDE
PRINCIPLES
INTERACTIVE BROKERS GROUP INC
SECURITY 45841N107 MEETING TYPE Annual
TICKER SYMBOL IBKR MEETING DATE 21-Apr-2009
ISIN US45841N1072 AGENDA 933008446 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: THOMAS PETERFFY Management For For
1B ELECTION OF DIRECTOR: EARL H. NEMSER Management For For
1C ELECTION OF DIRECTOR: PAUL J. BRODY Management For For
1D ELECTION OF DIRECTOR: MILAN GALIK Management For For
1E ELECTION OF DIRECTOR: LAWRENCE E. HARRIS Management For For
1F ELECTION OF DIRECTOR: HANS R. STOLL Management For For
1G ELECTION OF DIRECTOR: IVERS W. RILEY Management For For
02 RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF DELOITTE & TOUCHE LLP.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 15
The Gabelli Value Fund Inc.
CITIGROUP INC.
SECURITY 172967101 MEETING TYPE Annual
TICKER SYMBOL C MEETING DATE 21-Apr-2009
ISIN US1729671016 AGENDA 933017495 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: C. MICHAEL Management For For
ARMSTRONG
1B ELECTION OF DIRECTOR: ALAIN J.P. BELDA Management For For
1C ELECTION OF DIRECTOR: JOHN M. DEUTCH Management For For
1D ELECTION OF DIRECTOR: JERRY A. GRUNDHOFER Management For For
1E ELECTION OF DIRECTOR: ANDREW N. LIVERIS Management For For
1F ELECTION OF DIRECTOR: ANNE M. MULCAHY Management For For
1G ELECTION OF DIRECTOR: MICHAEL E. O'NEILL Management For For
1H ELECTION OF DIRECTOR: VIKRAM S. PANDIT Management For For
1I ELECTION OF DIRECTOR: RICHARD D. PARSONS Management For For
1J ELECTION OF DIRECTOR: LAWRENCE R. Management For For
RICCIARDI
1K ELECTION OF DIRECTOR: JUDITH RODIN Management For For
1L ELECTION OF DIRECTOR: ROBERT L. RYAN Management For For
1M ELECTION OF DIRECTOR: ANTHONY M. Management For For
SANTOMERO
1N ELECTION OF DIRECTOR: WILLIAM S. Management For For
THOMPSON, JR.
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG Management For For
LLP AS CITI'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2009.
03 PROPOSAL TO APPROVE THE CITIGROUP 2009 Management Against Against
STOCK INCENTIVE PLAN.
04 PROPOSAL TO APPROVE CITI'S 2008 Management For For
EXECUTIVE COMPENSATION
05 STOCKHOLDER PROPOSAL REQUESTING A REPORT Shareholder Against For
ON PRIOR GOVERNMENTAL SERVICE OF CERTAIN
INDIVIDUALS.
06 STOCKHOLDER PROPOSAL REQUESTING A REPORT Shareholder Against For
ON POLITICAL CONTRIBUTIONS.
07 STOCKHOLDER PROPOSAL REQUESTING A REPORT Shareholder Against For
ON PREDATORY CREDIT CARD PRACTICES.
08 STOCKHOLDER PROPOSAL REQUESTING THAT TWO Shareholder Against For
CANDIDATES BE NOMINATED FOR EACH BOARD
POSITION.
09 STOCKHOLDER PROPOSAL REQUESTING A REPORT Shareholder Against For
ON THE CARBON PRINCIPLES.
10 STOCKHOLDER PROPOSAL REQUESTING THAT Shareholder Against For
EXECUTIVE OFFICERS RETAIN 75% OF THE
SHARES ACQUIRED THROUGH COMPENSATION
PLANS FOR TWO YEARS FOLLOWING
TERMINATION OF EMPLOYMENT.
11 STOCKHOLDER PROPOSAL REQUESTING Shareholder Against For
ADDITIONAL DISCLOSURE REGARDING CITI'S
COMPENSATION CONSULTANTS.
12 STOCKHOLDER PROPOSAL REQUESTING THAT Shareholder Against For
STOCKHOLDERS HOLDING 10% OR ABOVE HAVE
THE RIGHT TO CALL SPECIAL SHAREHOLDER
MEETINGS.
13 STOCKHOLDER PROPOSAL REQUESTING Shareholder Against For
CUMULATIVE VOTING.
AMERIPRISE FINANCIAL, INC.
SECURITY 03076C106 MEETING TYPE Annual
TICKER SYMBOL AMP MEETING DATE 22-Apr-2009
ISIN US03076C1062 AGENDA 933003612 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: WARREN D. KNOWLTON Management For For
1B ELECTION OF DIRECTOR: JEFFREY NODDLE Management For For
1C ELECTION OF DIRECTOR: ROBERT F. SHARPE, Management For For
JR.
02 PROPOSAL TO RATIFY THE AUDIT COMMITTEE'S Management For For
SELECTION OF ERNST & YOUNG LLP AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR 2009.
MEDIA GENERAL, INC.
SECURITY 584404107 MEETING TYPE Annual
TICKER SYMBOL MEG MEETING DATE 23-Apr-2009
ISIN US5844041070 AGENDA 933006620 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 SCOTT D. ANTHONY Withheld Against
2 RODNEY A. SMOLLA Withheld Against
3 WALTER E. WILLIAMS Withheld Against
PFIZER INC.
SECURITY 717081103 MEETING TYPE Annual
TICKER SYMBOL PFE MEETING DATE 23-Apr-2009
ISIN US7170811035 AGENDA 933011176 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: DENNIS A. AUSIELLO Management For For
1B ELECTION OF DIRECTOR: MICHAEL S. BROWN Management For For
1C ELECTION OF DIRECTOR: M. ANTHONY BURNS Management For For
1D ELECTION OF DIRECTOR: ROBERT N. BURT Management For For
1E ELECTION OF DIRECTOR: W. DON CORNWELL Management For For
1F ELECTION OF DIRECTOR: WILLIAM H. GRAY, Management For For
III
1G ELECTION OF DIRECTOR: CONSTANCE J. HORNER Management For For
1H ELECTION OF DIRECTOR: JAMES M. KILTS Management For For
1I ELECTION OF DIRECTOR: JEFFREY B. KINDLER Management For For
1J ELECTION OF DIRECTOR: GEORGE A. LORCH Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 16
The Gabelli Value Fund Inc.
1K ELECTION OF DIRECTOR: DANA G. MEAD Management For For
1L ELECTION OF DIRECTOR: SUZANNE NORA Management For For
JOHNSON
1M ELECTION OF DIRECTOR: STEPHEN W. SANGER Management For For
1N ELECTION OF DIRECTOR: WILLIAM C. STEERE, Management For For
JR.
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
03 PROPOSAL TO APPROVE THE PFIZER INC. 2004 Management Against Against
STOCK PLAN, AS AMENDED AND RESTATED.
04 SHAREHOLDER PROPOSAL REGARDING STOCK Shareholder Against For
OPTIONS.
05 SHAREHOLDER PROPOSAL REGARDING ADVISORY Shareholder Against For
VOTE ON EXECUTIVE COMPENSATION.
06 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
CUMULATIVE VOTING.
07 SHAREHOLDER PROPOSAL REGARDING SPECIAL Shareholder Against For
SHAREHOLDER MEETINGS.
WOLVERINE WORLD WIDE, INC.
SECURITY 978097103 MEETING TYPE Annual
TICKER SYMBOL WWW MEETING DATE 23-Apr-2009
ISIN US9780971035 AGENDA 933011277 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 ALBERTO L. GRIMOLDI For For
2 JOSEPH R. GROMEK For For
3 BRENDA J. LAUDERBACK For For
4 SHIRLEY D. PETERSON For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS FOR THE CURRENT FISCAL YEAR.
LOCKHEED MARTIN CORPORATION
SECURITY 539830109 MEETING TYPE Annual
TICKER SYMBOL LMT MEETING DATE 23-Apr-2009
ISIN US5398301094 AGENDA 933013942 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: E.C. "PETE" Management For For
ALDRIDGE JR.
1B ELECTION OF DIRECTOR: NOLAN D. ARCHIBALD Management For For
1C ELECTION OF DIRECTOR: DAVID B. BURRITT Management For For
1D ELECTION OF DIRECTOR: JAMES O. ELLIS JR. Management For For
1E ELECTION OF DIRECTOR: GWENDOLYN S. KING Management For For
1F ELECTION OF DIRECTOR: JAMES M. LOY Management For For
1G ELECTION OF DIRECTOR: DOUGLAS H. Management For For
MCCORKINDALE
1H ELECTION OF DIRECTOR: JOSEPH W. RALSTON Management For For
1I ELECTION OF DIRECTOR: FRANK SAVAGE Management For For
1J ELECTION OF DIRECTOR: JAMES M. SCHNEIDER Management For For
1K ELECTION OF DIRECTOR: ANNE STEVENS Management For For
1L ELECTION OF DIRECTOR: ROBERT J. STEVENS Management For For
1M ELECTION OF DIRECTOR: JAMES R. UKROPINA Management For For
02 RATIFICATION OF APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS
03 MANAGEMENT PROPOSAL - TO AMEND THE Management For For
CHARTER TO DELETE THE 80% SUPERMAJORITY
VOTE REQUIRED TO AMEND ARTICLE XIII
04 STOCKHOLDER PROPOSAL - REPORT ON Shareholder Against For
SPACE-BASED WEAPONS PROGRAM
05 STOCKHOLDER PROPOSAL - POLICY ON Shareholder Against For
PAYMENTS TO EXECUTIVES AFTER DEATH
06 STOCKHOLDER PROPOSAL - ADVISORY VOTE ON Shareholder Against For
EXECUTIVE COMPENSATION
KELLOGG COMPANY
SECURITY 487836108 MEETING TYPE Annual
TICKER SYMBOL K MEETING DATE 24-Apr-2009
ISIN US4878361082 AGENDA 933005072 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 JOHN T. DILLON For For
2 JAMES M. JENNESS For For
3 DONALD R. KNAUSS For For
4 ROBERT A. STEELE For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS KELLOGG'S
INDEPENDENT PUBLIC ACCOUNTING FIRM FOR
2009
03 APPROVAL OF THE KELLOGG COMPANY 2009 Management Against Against
LONG-TERM INCENTIVE PLAN
04 APPROVAL OF THE KELLOGG COMPANY 2009 Management Against Against
NON- EMPLOYEE DIRECTOR STOCK PLAN
05 ENACT A MAJORITY VOTE REQUIREMENT FOR Shareholder Against For
THE ELECTION OF DIRECTORS
06 ELECT EACH DIRECTOR ANNUALLY Shareholder Against For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 17
The Gabelli Value Fund Inc.
FERRO CORPORATION
SECURITY 315405100 MEETING TYPE Annual
TICKER SYMBOL FOE MEETING DATE 24-Apr-2009
ISIN US3154051003 AGENDA 933019576 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 JENNIE S. HWANG, PH.D. For For
2 JAMES F. KIRSCH For For
3 WILLIAM J. SHARP For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTANT
HONEYWELL INTERNATIONAL INC.
SECURITY 438516106 MEETING TYPE Annual
TICKER SYMBOL HON MEETING DATE 27-Apr-2009
ISIN US4385161066 AGENDA 933006276 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: GORDON M. BETHUNE Management For For
1B ELECTION OF DIRECTOR: JAIME CHICO PARDO Management For For
1C ELECTION OF DIRECTOR: DAVID M. COTE Management For For
1D ELECTION OF DIRECTOR: D. SCOTT DAVIS Management For For
1E ELECTION OF DIRECTOR: LINNET F. DEILY Management For For
1F ELECTION OF DIRECTOR: CLIVE R. HOLLICK Management For For
1G ELECTION OF DIRECTOR: GEORGE PAZ Management For For
1H ELECTION OF DIRECTOR: BRADLEY T. SHEARES Management For For
1I ELECTION OF DIRECTOR: JOHN R. STAFFORD Management For For
1J ELECTION OF DIRECTOR: MICHAEL W. WRIGHT Management For For
02 APPROVAL OF INDEPENDENT ACCOUNTANTS Management For For
03 CUMULATIVE VOTING Shareholder Against For
04 PRINCIPLES FOR HEALTH CARE REFORM Shareholder Against For
05 EXECUTIVE COMPENSATION ADVISORY VOTE Shareholder Against For
06 TAX GROSS-UP PAYMENTS Shareholder Against For
07 SPECIAL SHAREOWNER MEETINGS Shareholder Against For
AMERICAN EXPRESS COMPANY
SECURITY 025816109 MEETING TYPE Annual
TICKER SYMBOL AXP MEETING DATE 27-Apr-2009
ISIN US0258161092 AGENDA 933007595 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: D.F. AKERSON Management For For
1B ELECTION OF DIRECTOR: C. BARSHEFSKY Management For For
1C ELECTION OF DIRECTOR: U.M. BURNS Management For For
1D ELECTION OF DIRECTOR: K.I. CHENAULT Management For For
1E ELECTION OF DIRECTOR: P. CHERNIN Management For For
1F ELECTION OF DIRECTOR: J. LESCHLY Management For For
1G ELECTION OF DIRECTOR: R.C. LEVIN Management For For
1H ELECTION OF DIRECTOR: R.A. MCGINN Management For For
1I ELECTION OF DIRECTOR: E.D. MILLER Management For For
1J ELECTION OF DIRECTOR: S.S REINEMUND Management For For
1K ELECTION OF DIRECTOR: R.D. WALTER Management For For
1L ELECTION OF DIRECTOR: R.A. WILLIAMS Management For For
02 RATIFICATION OF APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2009.
03 ADVISORY (NON-BINDING) VOTE APPROVING Management For For
EXECUTIVE COMPENSATION.
04 SHAREHOLDER PROPOSAL RELATING TO Shareholder Against For
CUMULATIVE VOTING FOR DIRECTORS.
05 SHAREHOLDER PROPOSAL RELATING TO THE Shareholder Against For
CALLING OF SPECIAL SHAREHOLDER MEETINGS.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 18
The Gabelli Value Fund Inc.
COOPER INDUSTRIES, LTD.
SECURITY G24182100 MEETING TYPE Annual
TICKER SYMBOL CBE MEETING DATE 27-Apr-2009
ISIN BMG241821005 AGENDA 933011102 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 IVOR J. EVANS For For
2 KIRK S. HACHIGIAN For For
3 LAWRENCE D. KINGSLEY For For
4 JAMES R. WILSON For For
02 APPOINT ERNST & YOUNG LLP AS OUR Management For For
INDEPENDENT AUDITORS FOR THE YEAR ENDING
12/31/2009.
03 SHAREHOLDER PROPOSAL REQUESTING COOPER Shareholder Against For
TO IMPLEMENT A CODE OF CONDUCT BASED ON
INTERNATIONAL LABOR ORGANIZATION HUMAN
RIGHTS STANDARDS.
SWEDISH MATCH AB, STOCKHOLM
SECURITY W92277115 MEETING TYPE Annual General Meeting
TICKER SYMBOL SWM.DE MEETING DATE 28-Apr-2009
ISIN SE0000310336 AGENDA 701893871 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: Non-Voting
A 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 Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL
VOTED-ACCOUNTS. IF AN ACCOUNT HAS
MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO PROVI-DE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE
POSITION TO-YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS
REQUIRED IN ORDER FOR-YOUR VOTE TO BE
LODGED
PLEASE NOTE THAT NOT ALL SUB CUSTODIANS Non-Voting
IN SWEDEN ACCEPT ABSTAIN AS A VALID
VO-TE OPTION. THANK YOU.
PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 540594 DUE TO CHANGE IN
VO-TING STATUS. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE DISREGARDED
AN-D YOU WILL NEED TO REINSTRUCT ON THIS
MEETING NOTICE. THANK YOU.
1. Opening of the Meeting and election of Non-Voting
Mr. Claes Beyer as the Chairman of
the-Meeting
2. Preparation and approval of the voting Non-Voting
list
3. Election of one or two persons, to Non-Voting
verify the minutes
4. Determination of whether the meeting has Non-Voting
been duly convened
5. Approval of the agenda Non-Voting
6. Presentation of the annual report and Non-Voting
the Auditors' report, the consolidated
f-inancial statements and the Auditors'
report on the consolidated financial
sta-tements for 2008, the Auditors'
statement regarding compliance with the
princi-ples for determination of
remuneration to senior executives as
well as the Boa-rd of Directors' motion
regarding the allocation of profit and
explanatory sta-tements; in connection
therewith, the President's address and
the Board of Dir-ectors' report
regarding its work and the work and
function of the Compensatio-n Committee
and the Audit Committee
7. Adopt the income statement and balance Management For For
sheet and the consolidated income
statement and consolidated balance sheet
8. Approve that a dividend be paid to the Management For For
shareholders in the amount of SEK 4.10
per share and the remaining profits be
carried forward, minus the funds that
may be utilized for a bonus issue,
provided that the 2009 AGM passes a
resolution in accordance with a
reduction of the share capital pursuant
to Resolution 10.A, as well as a
resolution concerning a bonus issue
pursuant to Resolution 10.B; the record
date for entitlement to receive a cash
dividend is 04 MAY 2009; the dividend is
expected to be paid through Euroclear
Sweden AB [formerly VPC AB] on 07 MAY
2009
9. Grant discharge, from liability, to the Management For For
Board Members and the President
10.A Approve to reduce the Company's share Management For For
capital of SEK 6,110,045.76 by means of
the withdrawal of 4,000,000 shares in
the Company; the shares in the Company
proposed for withdrawal have been
repurchased by the Company in accordance
with the authorization granted by the
general meeting of the Company and the
reduced amount be allocated to a fund
for use in repurchasing the Company's
own shares
10.B Approve, upon passing of Resolution 10A, Management For For
to increase in the Company's share
capital of SEK 6,110,045.76 through a
transfer from non-restricted
shareholders' equity to the share
capital [bonus issue]; the share capital
shall be increased without issuing new
shares
11. Authorize the Board of Directors to Management For For
decide on the acquisition, on 1 or more
occasions prior to the next AGM, of a
maximum of as many shares as may be
acquired without the Company's holding
at any time exceeding more than 10% of
all shares in the Company, for a maximum
amount of SEK 3,000 million; the shares
shall be acquired on the NASDAQ OMX
Nordic Exchange in Stockholm Stock
Exchange at a price within the price
interval registered at any given time,
i.e. the interval between the highest
bid price and the lowest offer price
12. Adopt the specified principles for Management For For
determination of remuneration and other
terms of employment for the President
and other Members of the Group
Management team
13. Approve a Call Option Program for 2009 Management For For
14. Approve that the Company issue 1,720,000 Management For For
call options to execute the option
program for 2008; that the Company, in a
deviation from the preferential rights
of shareholders, be permitted to
transfer of 1,720,000 shares in the
Company at a selling price of SEK 141.24
per share in conjunction with a
potential exercise of the call options;
the number of shares and the selling
price of the shares covered by the
transfer resolution in accordance with
this item may be recalculated as a
consequence of a bonus issue of shares,
a consolidation or split of shares, a
new share issue, a reduction in the
share capital, or another similar measure
15. Approve to determine the number of Management For For
Members of the Board of Directors at 7,
without Deputies
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 19
The Gabelli Value Fund Inc.
16. Approve that the Board of Directors be Management For For
paid for the period until the close of
the next AGM as follows: the Chairman
shall receive SEK 1,575,000 and the
Deputy Chairman shall receive SEK
745,000 and the other Board Members
elected by the meeting shall each
receive SEK 630,000 and, as compensation
for committee work carried out, be
allocated SEK 230,000 to the Chairmen of
the Compensation Committee and the Audit
Committee respectively and SEK 115,000
respectively to the other Members of
these Committees although totaling no
more than SEK 920,000; and that Members
of the Board employed by the Swedish
Match Group shall not receive any
remuneration
17. Re-elect Messrs. Charles A. Blixt, Management For For
Andrew Cripps, Karen Guerra, Arne
Jurbrant, Conny Karlsson, Kersti
Strandqvist and Meg Tiveus as the
Members of the Board of Directors and
Mr. Conny Karlsson as the Chairman of
the Board, and Mr. Andrew Cripps as the
Deputy Chairman
18. Amend the Articles of Association Management For For
19. Approve the procedure for appointing Management For For
Members to the Nominating Committee and
the matter of remuneration for the
Nominating Committee, if any
20. Adopt the instructions for Swedish Match Management For For
AB's Nominating Committee which, in all
essentials, are identical to those
adopted by the 2008 AGM
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, Management For For
JR.
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. Management For For
KOVACEVICH
1I ELECTION OF DIRECTOR: RICHARD D. Management For For
MCCORMICK
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 Management For For
ADVISORY RESOLUTION REGARDING THE
COMPENSATION OF THE COMPANY'S NAMED
EXECUTIVES.
03 PROPOSAL TO RATIFY APPOINTMENT OF KPMG Management For For
LLP AS INDEPENDENT AUDITORS FOR 2009.
04 PROPOSAL TO APPROVE AN AMENDMENT TO THE Management Against Against
COMPANY'S LONG-TERM INCENTIVE
COMPENSATION PLAN.
05 STOCKHOLDER PROPOSAL REGARDING A BY-LAWS Shareholder Against For
AMENDMENT TO REQUIRE AN INDEPENDENT
CHAIRMAN.
06 STOCKHOLDER PROPOSAL REGARDING A REPORT Shareholder Against For
ON POLITICAL CONTRIBUTIONS.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
SECURITY 459506101 MEETING TYPE Annual
TICKER SYMBOL IFF MEETING DATE 28-Apr-2009
ISIN US4595061015 AGENDA 933010136 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: MARGARET HAYES Management For For
ADAME
1B ELECTION OF DIRECTOR: ROBERT M. AMEN Management For For
1C ELECTION OF DIRECTOR: MARCELLO BOTTOLI Management For For
1D ELECTION OF DIRECTOR: LINDA B. BUCK Management For For
1E ELECTION OF DIRECTOR: J. MICHAEL COOK Management For For
1F ELECTION OF DIRECTOR: PETER A. GEORGESCU Management For For
1G ELECTION OF DIRECTOR: ALEXANDRA A. HERZAN Management For For
1H ELECTION OF DIRECTOR: HENRY W. HOWELL, Management For For
JR.
1I ELECTION OF DIRECTOR: KATHERINE M. HUDSON Management For For
1J ELECTION OF DIRECTOR: ARTHUR C. MARTINEZ Management For For
1K ELECTION OF DIRECTOR: BURTON M. TANSKY Management For For
1L ELECTION OF DIRECTOR: DOUGLAS D. TOUGH Management For For
02 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 20
The Gabelli Value Fund Inc.
TREE COM INC
SECURITY 894675107 MEETING TYPE Annual
TICKER SYMBOL TREE MEETING DATE 28-Apr-2009
ISIN US8946751075 AGENDA 933014069 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1 DIRECTOR Management
1 PETER C. HORAN For For
2 W. MAC LACKEY For For
3 DOUGLAS R. LEBDA For For
4 JOSEPH LEVIN For For
5 PATRICK L. MCCRORY For For
6 LANCE C. MELBER For For
7 STEVEN OZONIAN For For
2 TO APPROVE THE SECOND AMENDED AND Management Against Against
RESTATED 2008 STOCK AND ANNUAL INCENTIVE
PLAN.
3 TO RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE 2009 FISCAL YEAR.
ROLLINS, INC.
SECURITY 775711104 MEETING TYPE Annual
TICKER SYMBOL ROL MEETING DATE 28-Apr-2009
ISIN US7757111049 AGENDA 933014970 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 GARY W. ROLLINS* For For
2 HENRY B. TIPPIE* For For
3 LARRY L. PRINCE* For For
4 GLEN W. ROLLINS** For For
FMC CORPORATION
SECURITY 302491303 MEETING TYPE Annual
TICKER SYMBOL FMC MEETING DATE 28-Apr-2009
ISIN US3024913036 AGENDA 933016049 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF CLASS II DIRECTOR FOR A Management For For
THREE-YEAR TERM EXPIRING IN 2012:
PATRICIA A. BUFFLER
1B ELECTION OF CLASS II DIRECTOR FOR A Management For For
THREE-YEAR TERM EXPIRING IN 2012: G.
PETER D'ALOIA
1C ELECTION OF CLASS II DIRECTOR FOR A Management For For
THREE-YEAR TERM EXPIRING IN 2012: C.
SCOTT GREER
1D ELECTION OF CLASS II DIRECTOR FOR A Management For For
THREE-YEAR TERM EXPIRING IN 2012: PAUL
J. NORRIS
1E ELECTION OF CLASS III DIRECTOR FOR A Management For For
ONE-YEAR TERM EXPIRING IN 2010: DIRK A.
KEMPTHORNE
02 RATIFICATION OF THE APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
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 Management For For
DELOITTE & TOUCHE LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
2009.
SCRIPPS NETWORKS INTERACTIVE INC
SECURITY 811065101 MEETING TYPE Annual
TICKER SYMBOL SNI MEETING DATE 29-Apr-2009
ISIN US8110651010 AGENDA 933012558 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 DAVID A. GALLOWAY For For
2 DALE POND For For
3 RONALD W. TYSOE For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 21
The Gabelli Value Fund Inc.
NEWMONT MINING CORPORATION
SECURITY 651639106 MEETING TYPE Annual
TICKER SYMBOL NEM MEETING DATE 29-Apr-2009
ISIN US6516391066 AGENDA 933013586 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 G.A. BARTON For For
2 V.A. CALARCO For For
3 J.A. CARRABBA For For
4 N. DOYLE For For
5 V.M. HAGEN For For
6 M.S. HAMSON For For
7 R.J. MILLER For For
8 R.T. O'BRIEN For For
9 J.B. PRESCOTT For For
10 D.C. ROTH For For
11 J.V. TARANIK For For
12 S. THOMPSON For For
02 RATIFY THE AUDIT COMMITTEE'S APPOINTMENT Management For For
OF PRICEWATERHOUSECOOPERS LLP AS
NEWMONT'S INDEPENDENT AUDITORS FOR 2009.
03 CONSIDER AND ACT UPON A STOCKHOLDER Shareholder Against For
PROPOSAL REGARDING SPECIAL MEETINGS, AS
SET FORTH IN THE ACCOMPANYING PROXY
STATEMENT, IF INTRODUCED AT THE MEETING.
04 CONSIDER AND ACT UPON A STOCKHOLDER Shareholder Against For
PROPOSAL TO APPROVE MAJORITY VOTING FOR
THE ELECTION OF DIRECTORS IN A
NON-CONTESTED ELECTION, AS SET FORTH IN
THE ACCOMPANYING PROXY STATEMENT, IF
INTRODUCED AT THE MEETING.
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 Shareholder Against For
SCHEDULE B TO THE ACCOMPANYING
MANAGEMENT PROXY CIRCULAR.
CIRCOR INTERNATIONAL, INC.
SECURITY 17273K109 MEETING TYPE Annual
TICKER SYMBOL CIR MEETING DATE 29-Apr-2009
ISIN US17273K1097 AGENDA 933025478 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 DAVID F. DIETZ For For
2 DOUGLAS M. HAYES For For
3 THOMAS E. NAUGLE For For
02 TO RATIFY THE SELECTION OF GRANT Management For For
THORNTON LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 22
The Gabelli Value Fund Inc.
DOVER DOWNS GAMING & ENTERTAINMENT, INC.
SECURITY 260095104 MEETING TYPE Annual
TICKER SYMBOL DDE MEETING DATE 29-Apr-2009
ISIN US2600951048 AGENDA 933030102 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 HENRY B. TIPPIE For For
2 R. RANDALL ROLLINS For For
DOVER MOTORSPORTS, INC.
SECURITY 260174107 MEETING TYPE Annual
TICKER SYMBOL DVD MEETING DATE 29-Apr-2009
ISIN US2601741075 AGENDA 933030114 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 HENRY B. TIPPIE Withheld Against
2 R. RANDALL ROLLINS For For
3 PATRICK J. BAGLEY Withheld Against
02 STOCKHOLDER PROPOSAL TO ELIMINATE THE Shareholder For Against
COMPANY'S RIGHTS AGREEMENT.
VIVENDI
SECURITY F97982106 MEETING TYPE Annual General Meeting
TICKER SYMBOL VIV.PA MEETING DATE 30-Apr-2009
ISIN FR0000127771 AGENDA 701836667 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
PLEASE NOTE THAT THIS IS AN MIX MEETING. Non-Voting
THANK YOU.
French Resident Shareowners must Non-Voting
complete, sign and forward the Proxy
Card dir-ectly to the sub custodian.
Please contact your Client Service
Representative-to obtain the necessary
card, account details and directions.
The following-applies to Non- Resident
Shareowners: Proxy Cards: Voting
instructions will b-e forwarded to the
Global Custodians that have become
Registered Intermediarie-s, on the Vote
Deadline Date. In capacity as Registered
Intermediary, the Glob-al Custodian will
sign the Proxy Card and forward to the
local custodian. If y-ou are unsure
whether your Global Custodian acts as
Registered Intermediary, p-lease contact
your representative
PLEASE NOTE IN THE FRENCH MARKET THAT Non-Voting
THE ONLY VALID VOTE OPTIONS ARE "FOR"
AN-D "AGAINST" A VOTE OF "ABSTAIN" WILL
BE TREATED AS AN "AGAINST" VOTE.
O.1 Approve the financial statements and Management For For
statutory reports
O.2 Approve the consolidated financial Management For For
statements and statutory reports
O.3 Approve the treatment of losses and Management For For
allocation of dividends of EUR 1.40 per
share
O.4 Grant Authority for the payment of Management For For
dividends by shares
O.5 Approve the Auditors' special report Management For For
regarding related-party transactions
O.6 Approve the transaction with Management For For
Jean-Bernard Levy related to severance
payments
O.7 Elect Mr. Maureen Chiquet as a Management For For
Supervisory Board Member
O.8 Elect Mr. Christophe De Margerie as a Management For For
Supervisory Board Member
O.9 Grant authority for the repurchase of up Management For For
to 10% of issued share capital
E.10 Approve the reduction in share capital Management For For
via cancellation of repurchased shares
E.11 Grant authority for the issuance of Management For For
equity or equity-linked securities with
preemptive rights up to aggregate
nominal amount of EUR 1.5 Billion
E.12 Grant authority for the issuance of Management For For
equity or equity-linked securities
without preemptive rights up to amount
of EUR 800 million
E.13 Authorize the Board to increase capital Management For For
in the event of additional demand
related to delegation submitted to
shareholder vote under items 11 and 12
E.14 Grant authority to the capital increase Management For For
of up to 10% of issued capital for
future acquisitions
E.15 Approve the Employees Stock Option Plan Management For For
E.16 Approve the Stock Purchase Plan reserved Management For For
for Employees of International
Subsidiaries
E.17 Grant authority for the capitalization Management For For
of reserves of up to EUR 800 million for
bonus issue or increase in par value
E.18 Grant authority for the filing of Management For For
required documents/other formalities
DAVIDE CAMPARI - MILANO SPA, MILANO
SECURITY T24091117 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL DVDCF.PK MEETING DATE 30-Apr-2009
ISIN IT0003849244 AGENDA 701856025 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
PLEASE NOTE IN THE EVENT THE MEETING Non-Voting
DOES NOT REACH QUORUM, THERE WILL BE A
SE-COND CALL ON 04 MAY 2009.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN V-ALID FOR ALL CALLS UNLESS
THE AGENDA IS AMENDED. PLEASE BE ALSO
ADVISED THAT Y-OUR SHARES WILL BE
BLOCKED UNTIL THE QUORUM IS MET OR THE
MEETING IS CANCELLED-. THANK YOU.
1. Approve the financial statement at 12 Management No
DEC 2008, any adjournment thereof Action
2. Approve the Stock Option Plan Management No
Action
3. Grant authority to buy and sell own Management No
shares Action
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 23
The Gabelli Value Fund Inc.
ROLLS-ROYCE GROUP PLC, LONDON
SECURITY G7630U109 MEETING TYPE Annual General Meeting
TICKER SYMBOL RR.L MEETING DATE 30-Apr-2009
ISIN GB0032836487 AGENDA 701859730 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1. Receive the financial statements and Management For For
statutory reports
2. Approve the remuneration report Management For For
3. Elect Mr. John Neill as a Director Management For For
4. Re-elect Mr. Peter Byrom as a Director Management For For
5. Re-elect Mr. Iain Conn as a Director Management For For
6. Re-elect Mr. James Guyette as a Director Management For For
7. Re-elect Mr. John Rishton as a Director Management For For
8. Re-elect Mr. Simon Robertson as a Management For For
Director
9. Re-appoint KPMG Audit Plc as the Management For For
Auditors and authorize the Board to
determine their remuneration
10. Authorize the Directors to capitalize Management For For
GBP 350,000,000 standing to the credit
of the Company's merger reserve, capital
redemption reserve and/or such other
reserves issue equity with pre-emptive
rights up to aggregate nominal amount of
GBP 350,000,000 [C shares]
11. Authorize the Company and its Management For For
subsidiaries to make EU political
donations to political parties and/or
independent election candidates, to
political organizations other than
political parties and incur EU political
expenditure up to GBP 50,000
12. Grant authority to issue the equity or Management For For
equity-linked securities with
pre-emptive rights up to aggregate
nominal amount of GBP 124,899,130
13. Grant authority to issue the equity or Management For For
equity-linked securities without
pre-emptive rights up to aggregate
nominal amount of GBP 18,734,869
14. Grant authority to 185,137,887 ordinary Management For For
shares for market purchase
THE HERSHEY COMPANY
SECURITY 427866108 MEETING TYPE Annual
TICKER SYMBOL HSY MEETING DATE 30-Apr-2009
ISIN US4278661081 AGENDA 933007470 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 R.F. CAVANAUGH For For
2 C.A. DAVIS For For
3 A.G. LANGBO For For
4 J.E. NEVELS For For
5 T.J. RIDGE For For
6 D.L. SHEDLARZ For For
7 C.B. STRAUSS For For
8 D.J. WEST For For
9 L.S. ZIMMERMAN For For
02 RATIFY APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT AUDITORS FOR 2009.
CORNING INCORPORATED
SECURITY 219350105 MEETING TYPE Annual
TICKER SYMBOL GLW MEETING DATE 30-Apr-2009
ISIN US2193501051 AGENDA 933011570 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTORS Management
1 JAMES B. FLAWS For For
2 JAMES R. HOUGHTON For For
3 JAMES J. O'CONNOR For For
4 DEBORAH D. RIEMAN For For
5 PETER F. VOLANAKIS For For
6 MARK S. WRIGHTON For For
02 RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS CORNING'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR ENDING DECEMBER 31,
2009.
03 SHAREHOLDER PROPOSAL REGARDING A Shareholder Against For
DIRECTOR ELECTION MAJORITY VOTE STANDARD.
04 SHAREHOLDER PROPOSAL RELATING TO THE Shareholder Against For
ELECTION OF EACH DIRECTOR ANNUALLY.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 24
The Gabelli Value Fund Inc.
PENTAIR, INC.
SECURITY 709631105 MEETING TYPE Annual
TICKER SYMBOL PNR MEETING DATE 30-Apr-2009
ISIN US7096311052 AGENDA 933016140 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 ELECTION OF DIRECTOR: CHARLES A. HAGGERTY Management For For
02 ELECTION OF DIRECTOR: RANDALL J. HOGAN Management For For
03 ELECTION OF DIRECTOR: DAVID A. JONES Management For For
04 TO APPROVE OUR EXECUTIVE OFFICER Management For For
PERFORMANCE PLAN FOR PURPOSES OF
INTERNAL REVENUE CODE 162(M).
05 TO RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2009.
GRUPO TELEVISA, S.A.B.
SECURITY 40049J206 MEETING TYPE Special
TICKER SYMBOL TV MEETING DATE 30-Apr-2009
ISIN US40049J2069 AGENDA 933059366 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
I APPOINTMENT OR RATIFICATION, AS THE CASE Management For
MAY BE, OF THE MEMBERS OF THE BOARD OF
DIRECTORS TO BE APPOINTED AT THIS
MEETING PURSUANT TO ARTICLES TWENTY
SIXTH, TWENTY SEVENTH AND OTHER
APPLICABLE ARTICLES OF THE CORPORATE
BY-LAWS.
II APPOINTMENT OF DELEGATES TO CARRY OUT Management For
AND FORMALIZE THE RESOLUTIONS ADOPTED AT
THIS MEETING.
GRUPO TELEVISA, S.A.B.
SECURITY 40049J206 MEETING TYPE Special
TICKER SYMBOL TV MEETING DATE 30-Apr-2009
ISIN US40049J2069 AGENDA 933061373 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
S1 APPOINTMENT OR RATIFICATION, AS THE CASE Management For
MAY BE, OF THE MEMBERS OF THE BOARD OF
DIRECTORS TO BE APPOINTED AT THIS
MEETING.
S2 APPOINTMENT OF DELEGATES TO CARRY OUT Management For
AND FORMALIZE THE RESOLUTIONS ADOPTED AT
THIS MEETING.
O1 PRESENTATION AND, IN ITS CASE, APPROVAL Management For
OF THE REPORTS REFERRED TO IN ARTICLE
28, PARAGRAPH IV OF THE SECURITIES
MARKET LAW.
O2 PRESENTATION OF THE REPORT REGARDING Management For
CERTAIN FISCAL OBLIGATIONS OF COMPANY,
ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
O3 RESOLUTION REGARDING THE ALLOCATION OF Management For
FINAL RESULTS FOR THE YEAR ENDED ON
DECEMBER 31, 2008.
O4 RESOLUTION (I) AMOUNT MAY BE ALLOCATED Management For
TO REPURCHASE SHARES PURSUANT TO ARTICLE
56, (II) PRESENTATION OF REPORT ON
POLICIES.
O5 APPOINTMENT OR RATIFICATION, OF THE Management For
MEMBERS THAT SHALL CONFORM BOARD,
SECRETARY, ALTERNATIVE SECRETARIES AND
OFFICERS.
O6 APPOINTMENT OR RATIFICATION, AS THE CASE Management For
MAY BE, OF MEMBERS THAT SHALL CONFORM
THE EXECUTIVE COMMITTEE.
O7 APPOINTMENT OR RATIFICATION, AS THE CASE Management For
MAY BE, OF THE CHAIRMAN OF THE AUDIT
COMMITTEE AND OF THE CHAIRMAN OF THE
COMMITTEE.
O8 COMPENSATION TO MEMBERS OF THE BOARD OF Management For
DIRECTORS, OF EXECUTIVE COMMITTEE, ALL
AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
O9 APPOINTMENT OF DELEGATES WHO WILL CARRY Management For
OUT AND FORMALIZE THE RESOLUTIONS
ADOPTED AT THIS MEETING.
E1 RESOLUTION REGARDING THE CANCELLATION OF Management For
SHARES AND THE RESULTING DECREASE OF THE
CAPITAL STOCK.
E2 APPOINTMENT OF DELEGATES WHO WILL CARRY Management For
OUT AND FORMALIZE THE RESOLUTIONS
ADOPTED AT THIS MEETING.
THE PHOENIX COMPANIES, INC.
SECURITY 71902E109 MEETING TYPE Annual
TICKER SYMBOL PNX MEETING DATE 01-May-2009
ISIN US71902E1091 AGENDA 933013889 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 PETER C. BROWNING For For
2 SANFORD CLOUD, JR. For For
3 GORDON J. DAVIS, ESQ For For
4 JERRY J. JASINOWSKI For For
5 AUGUSTUS K. OLIVER II For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF THE COMPANY FOR THE YEAR ENDING
DECEMBER 31, 2009
03 APPROVAL OF CONTINUED USE OF THE Management For For
PERFORMANCE GOALS UNDER THE COMPANY'S
2003 RESTRICTED STOCK, RESTRICTED STOCK
UNIT AND LONG-TERM INCENTIVE PLAN AND
ANNUAL INCENTIVE PLAN FOR EXECUTIVE
OFFICERS
04 GRANT TO THE BOARD OF DISCRETIONARY Management For For
AUTHORITY TO EFFECT A REVERSE STOCK
SPLIT AND A REDUCTION IN AUTHORIZED
SHARES OF COMMON STOCK
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 25
The Gabelli Value Fund Inc.
CINCINNATI BELL INC.
SECURITY 171871106 MEETING TYPE Annual
TICKER SYMBOL CBB MEETING DATE 01-May-2009
ISIN US1718711062 AGENDA 933014780 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 BRUCE L. BYRNES For For
2 JAKKI L. HAUSSLER For For
3 MARK LAZARUS For For
4 CRAIG F. MAIER For For
5 ALEX SHUMATE For For
02 THE APPROVAL OF A PROPOSAL TO AMEND THE Management Against Against
CINCINNATI BELL INC. 2007 LONG TERM
INCENTIVE PLAN TO INCREASE THE NUMBER OF
SHARES AVAILABLE FOR ISSUANCE UNDER THE
2007 LONG TERM INCENTIVE PLAN BY
10,000,000 COMMON SHARES AND TO MODIFY
THE LIMITS OF CERTAIN AWARD TYPES,
INCLUDING FULL VALUE SHARE AWARDS, THAT
MAY BE GRANTED UNDER THE 2007 LONG TERM
INCENTIVE PLAN.
03 THE RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM TO
AUDIT THE FINANCIAL STATEMENTS OF THE
COMPANY FOR THE YEAR 2009.
THE BRINK'S COMPANY
SECURITY 109696104 MEETING TYPE Annual
TICKER SYMBOL BCO MEETING DATE 01-May-2009
ISIN US1096961040 AGENDA 933016164 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 ROGER G. ACKERMAN** For For
2 BETTY C. ALEWINE* For For
3 MICHAEL J. HERLING* For For
4 THOMAS C. SCHIEVELBEIN* For For
5 ROBERT J. STRANG** For For
02 APPROVE THE AUDIT AND ETHICS COMMITTEE'S Management For For
SELECTION OF KPMG LLP AS AN INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM TO
AUDIT THE ACCOUNTS OF THE COMPANY AND
ITS SUBSIDIARIES FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009.
MOTOROLA, INC.
SECURITY 620076109 MEETING TYPE Annual
TICKER SYMBOL MOT MEETING DATE 04-May-2009
ISIN US6200761095 AGENDA 933018257 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: G. BROWN Management For For
1B ELECTION OF DIRECTOR: D. DORMAN Management For For
1C ELECTION OF DIRECTOR: W. HAMBRECHT Management For For
1D ELECTION OF DIRECTOR: S. JHA Management For For
1E ELECTION OF DIRECTOR: J. LEWENT Management For For
1F ELECTION OF DIRECTOR: K. MEISTER Management For For
1G ELECTION OF DIRECTOR: T. MEREDITH Management For For
1H ELECTION OF DIRECTOR: S. SCOTT III Management For For
1I ELECTION OF DIRECTOR: R. SOMMER Management For For
1J ELECTION OF DIRECTOR: J. STENGEL Management For For
1K ELECTION OF DIRECTOR: A. VINCIQUERRA Management For For
1L ELECTION OF DIRECTOR: D. WARNER III Management For For
1M ELECTION OF DIRECTOR: J. WHITE Management For For
02 AMENDMENT TO THE COMPANY'S RESTATED Management For For
CERTIFICATE OF INCORPORATION TO CHANGE
PAR VALUE
03 AMENDMENT TO EXISTING EQUITY PLANS TO Management Against Against
PERMIT A ONE-TIME STOCK OPTION EXCHANGE
PROGRAM
04 AMENDMENT TO THE MOTOROLA EMPLOYEE STOCK Management For For
PURCHASE PLAN OF 1999
05 STOCKHOLDER ADVISORY VOTE ON EXECUTIVE Management For For
COMPENSATION
06 RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
07 SHAREHOLDER PROPOSAL RE: CUMULATIVE Shareholder Against For
VOTING
08 SHAREHOLDER PROPOSAL RE: SPECIAL Shareholder Against For
SHAREOWNER MEETINGS
09 SHAREHOLDER PROPOSAL RE: A GLOBAL SET OF Shareholder Against For
CORPORATE STANDARDS AT MOTOROLA FOR
HUMAN RIGHTS
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 26
The Gabelli Value Fund Inc.
THE E.W. SCRIPPS COMPANY
SECURITY 811054402 MEETING TYPE Annual
TICKER SYMBOL SSP MEETING DATE 05-May-2009
ISIN US8110544025 AGENDA 933017205 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 ROGER L. OGDEN For For
2 J. MARVIN QUIN For For
3 KIM WILLIAMS For For
NASHUA CORPORATION
SECURITY 631226107 MEETING TYPE Annual
TICKER SYMBOL NSHA MEETING DATE 05-May-2009
ISIN US6312261075 AGENDA 933037752 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 ANDREW B. ALBERT For For
2 L. SCOTT BARNARD For For
3 THOMAS G. BROOKER For For
4 CLINTON J. COLEMAN For For
5 AVRUM GRAY For For
6 MICHAEL T. LEATHERMAN For For
7 MARK E. SCHWARZ For For
02 APPROVE THE 2009 VALUE CREATION Management For For
INCENTIVE PLAN
THOMAS & BETTS CORPORATION
SECURITY 884315102 MEETING TYPE Annual
TICKER SYMBOL TNB MEETING DATE 06-May-2009
ISIN US8843151023 AGENDA 933017382 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1 DIRECTOR Management
1 JEANANNE K. HAUSWALD For For
2 DEAN JERNIGAN For For
3 RONALD B. KALICH, SR. For For
4 KENNETH R. MASTERSON For For
5 DOMINIC J. PILEGGI For For
6 JEAN-PAUL RICHARD For For
7 RUFUS H. RIVERS For For
8 KEVIN L. ROBERG For For
9 DAVID D. STEVENS For For
10 WILLIAM H. WALTRIP For For
2 RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
CHAMPION ENTERPRISES, INC.
SECURITY 158496109 MEETING TYPE Annual
TICKER SYMBOL CHB MEETING DATE 06-May-2009
ISIN US1584961098 AGENDA 933022802 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 ROBERT W. ANESTIS For For
2 ERIC S. BELSKY For For
3 WILLIAM C. GRIFFITHS For For
4 SELWYN ISAKOW For For
5 G. MICHAEL LYNCH For For
6 THOMAS A. MADDEN For For
7 SHIRLEY D. PETERSON For For
02 RATIFICATION OF THE COMPANY'S Management For For
INDEPENDENT AUDITORS. THE COMPANY'S
AUDIT COMMITTEE HAS SELECTED ERNST &
YOUNG TO SERVE AS INDEPENDENT AUDITOR TO
THE COMPANY.
KINROSS GOLD CORPORATION
SECURITY 496902404 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL KGC MEETING DATE 06-May-2009
ISIN CA4969024047 AGENDA 933041662 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 JOHN A. BROUGH For For
2 WILSON N. BRUMER For For
3 TYE W. BURT For For
4 JOHN K. CARRINGTON For For
5 JOHN M.H. HUXLEY For For
6 JOHN A. KEYES For For
7 C. MCLEOD-SELTZER For For
8 GEORGE F. MICHALS For For
9 JOHN E. OLIVER For For
10 TERENCE C.W. REID For For
02 TO APPROVE THE APPOINTMENT OF KPMG LLP, Management For For
CHARTERED ACCOUNTANTS, AS AUDITORS OF
THE COMPANY FOR THE ENSUING YEAR AND TO
AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION.
03 TO APPROVE A RESOLUTION RATIFYING THE Management Against Against
ADOPTION OF A SHAREHOLDER RIGHTS PLAN AS
FULLY DESCRIBED IN THE ACCOMPANYING
MANAGEMENT INFORMATION CIRCULAR.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 27
The Gabelli Value Fund Inc.
ALIBABA.COM LTD
SECURITY G01717100 MEETING TYPE Annual General Meeting
TICKER SYMBOL ALBCF.PK MEETING DATE 07-May-2009
ISIN KYG017171003 AGENDA 701876407 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
PLEASE NOTE THAT SHAREHOLDERS ARE Non-Voting
ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'
FOR-ALL RESOLUTIONS. THANK YOU.
1. Approve and adopt the audited financial Management For For
statements together with the Directors'
report and the Independent Auditor's
report for the YE 31 DEC 2008
2. Re-elect Mr. Wei Zhe, David, as a Management For For
Director
3. Re-elect Mr. Tsai Chung, Joseph as a Management For For
Director
4. Re-elect Mr. Okada, Satoshi as a Director Management For For
5. Re-elect Mr. Kwan Ming Sang, Savio, as a Management For For
Director
6. Appoint Mr. Lee Shi-Huei as a Director Management For For
7. Appoint Mr. Deng Kang Ming as a Director Management For For
8. Authorize the Board of Directors to fix Management For For
the Directors' remuneration
9. Re-appoint the Auditors and authorize Management For For
the Board of Directors to fix their
remuneration
10. Authorize the Directors of the Company Management For For
[Directors], subject to this resolution,
and pursuant to the Rules Governing the
Listing of Securities on the Stock
Exchange of Hong Kong Limited, to allot,
issue or otherwise deal with additional
shares or securities convertible into
Shares, or options, warrants or similar
rights to subscribe for any Shares, and
to make or grant offers, agreements and
options during and after the end of the
relevant period, not exceeding 10% of
the aggregate nominal of the issued
share capital of the Company otherwise
than pursuant to: i) a Rights Issue; ii)
the exercise of rights of subscription
or conversion under the terms of any
warrants issued by the Company or any
securities which are convertible into
Shares of the Company; iii) the exercise
of any option scheme or similar
arrangement; or iv) any scrip dividend
or similar arrangement providing for the
allotment of Shares in lieu of the whole
or part of a dividend on Shares in
accordance with the Articles of
Association of the Company;[Authority
expires the earlier of the conclusion of
the next AGM of the Company or the
expiration of the period within which
the next AGM of the Company is required
by the Articles of Association of the
Company or any applicable laws of the
Cayman Islands to be held]
11. Authorize the Directors of the Company Management For For
to repurchase shares I the capital of
the Company on The Stock Exchange of
Hong Kong Limited [the Stock Exchange]
or on any other exchange on which the
securities of the Company may be listed
and recognized by the Securities and
Futures Commission of Hong Kong and the
Stock Exchange for such purpose, and
otherwise in accordance with the rules
and regulations of the securities and
Futures Commission of Hong Kong and the
Stock Exchange or of any other stock
exchange as amended from time to time
and all applicable laws and regulations
during and after the end of the
relevant period, not exceeding 10% of
the aggregate nominal amount of the
issued share capital of the Company in
issue on the date of passing this
resolution;[Authority expires the
earlier of the conclusion of the next
AGM of the Company or the expiration of
the period within which the next AGM of
the Company is required by the Articles
of Association of the Company or any
applicable laws of the Cayman Islands to
be held]
12. Approve, conditional upon the Management For For
Resolutions 11 and 12 as specified, the
aggregate nominal amount of the number
of shares which are repurchased by the
Company after the date of the passing of
this resolution [up to a maximum of 10%
of the aggregate nominal amount of the
share capital of the Company in issue as
at the date of this Resolution] shall be
added to the aggregate nominal amount of
share capital that may be allotted or
agreed conditionally or unconditionally
to be allotted by the Directors of the
Company pursuant to Resolution numbered
11 as specified
13. Approve, subject to this resolution, to Management For For
allot, issue and deal with additional
shares to be issued under the restricted
share unit scheme approved and adopted
by the then sole shareholder of the
Company and the Board of Directors of
the Company, both on 12 OCT 2007, during
and after the end of the relevant period
and subsequently amended by our
shareholders at the AGM of the Company
held on 05 MAY 2008 [Restricted Share
Unit Scheme] the aggregate nominal
amount in additional shares allotted,
issued or dealt with, by the Directors
pursuant to the approval in this
resolution shall not exceed 100,206,235
shares of the Company; [Authority
expires the earlier of the conclusion of
the next AGM of the Company or the
expiration of the period within which
the next AGM of the Company is required
by the Articles of Association of the
Company or any applicable laws of the
Cayman Islands to be held]
S.14 Approve and adopt the amended and Management For For
restated Memorandum and Articles of
Association of the Company [Amended and
Restated Memorandum and Articles of
Association], as specified, as the new
Memorandum and Articles of Association
of the Company in substitution for and
to the exclusion of the existing
Memorandum and Articles of Association
of the Company with effect from the
close of this meeting, and authorize the
Board of Directors of the Company to do
all such acts and to enter into all such
transactions and arrangements as may be
necessary or expedient in order to give
effect to the Amended and Restated
Memorandum and Articles of Associations
Transact any other business Non-Voting
PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting
TO 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.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 28
The Gabelli Value Fund Inc.
PEPSIAMERICAS, INC.
SECURITY 71343P200 MEETING TYPE Annual
TICKER SYMBOL PAS MEETING DATE 07-May-2009
ISIN US71343P2002 AGENDA 933019312 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: HERBERT M. BAUM Management For For
1B ELECTION OF DIRECTOR: RICHARD G. CLINE Management For For
1C ELECTION OF DIRECTOR: MICHAEL J. CORLISS Management For For
1D ELECTION OF DIRECTOR: PIERRE S. DU PONT Management For For
1E ELECTION OF DIRECTOR: ARCHIE R. DYKES Management For For
1F ELECTION OF DIRECTOR: JAROBIN GILBERT, Management For For
JR.
1G ELECTION OF DIRECTOR: JAMES R. KACKLEY Management For For
1H ELECTION OF DIRECTOR: MATTHEW M. MCKENNA Management For For
1I ELECTION OF DIRECTOR: ROBERT C. POHLAD Management For For
1J ELECTION OF DIRECTOR: DEBORAH E. POWELL Management For For
02 APPROVAL OF 2009 LONG-TERM INCENTIVE Management For For
PLAN.
03 RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS.
SOUTHWEST GAS CORPORATION
SECURITY 844895102 MEETING TYPE Annual
TICKER SYMBOL SWX MEETING DATE 07-May-2009
ISIN US8448951025 AGENDA 933019754 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1 DIRECTOR Management
1 GEORGE C. BIEHL For For
2 ROBERT L. BOUGHNER For For
3 THOMAS E. CHESTNUT For For
4 STEPHEN C. COMER For For
5 RICHARD M. GARDNER For For
6 LEROY C. HANNEMAN, JR. For For
7 JAMES J. KROPID For For
8 MICHAEL O. MAFFIE For For
9 ANNE L. MARIUCCI For For
10 MICHAEL J. MELARKEY For For
11 JEFFREY W. SHAW For For
12 THOMAS A. THOMAS For For
13 TERRENCE L. WRIGHT For For
2 TO APPROVE THE CONTINUATION OF THE Management For For
AMENDED AND RESTATED MANAGEMENT
INCENTIVE PLAN.
3 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE COMPANY FOR FISCAL YEAR
2009.
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 Management For For
AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTANT FOR 2009
03 STOCKHOLDER PROPOSAL REGARDING REPORT ON Shareholder Against For
GLOBAL WARMING
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 29
The Gabelli Value Fund Inc.
PROLIANCE INTERNATIONAL, INC.
SECURITY 74340R104 MEETING TYPE Annual
TICKER SYMBOL PLI MEETING DATE 07-May-2009
ISIN US74340R1041 AGENDA 933026848 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 WILLIAM J. ABRAHAM, JR. For For
2 BARRY R. BANDUCCI For For
3 CHARLES E. JOHNSON For For
4 VINCENT L. MARTIN For For
5 JAMES R. RULSEH For For
6 F. ALAN SMITH For For
02 APPROVAL OF AN INCREASE IN PROLIANCE'S Management For For
AUTHORIZED COMMON STOCK.
03 APPOINTMENT OF BDO SEIDMAN, LLP AS Management For For
PROLIANCE'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
GAYLORD ENTERTAINMENT COMPANY
SECURITY 367905106 MEETING TYPE Annual
TICKER SYMBOL GET MEETING DATE 07-May-2009
ISIN US3679051066 AGENDA 933043856 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 GLENN J. ANGIOLILLO For For
2 MICHAEL J. BENDER For For
3 E.K. GAYLORD II For For
4 RALPH HORN For For
5 DAVID W. JOHNSON For For
6 ELLEN LEVINE For For
7 ROBERT S. PRATHER, JR. For For
8 COLIN V. REED For For
9 MICHAEL D. ROSE For For
10 MICHAEL I. ROTH For For
11 ROBERT B. ROWLING For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
WASTE MANAGEMENT, INC.
SECURITY 94106L109 MEETING TYPE Annual
TICKER SYMBOL WMI MEETING DATE 08-May-2009
ISIN US94106L1098 AGENDA 933026115 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: PASTORA SAN JUAN Management For For
CAFFERTY
1B ELECTION OF DIRECTOR: FRANK M. CLARK, JR. Management For For
1C ELECTION OF DIRECTOR: PATRICK W. GROSS Management For For
1D ELECTION OF DIRECTOR: JOHN C. POPE Management For For
1E ELECTION OF DIRECTOR: W. ROBERT REUM Management For For
1F ELECTION OF DIRECTOR: STEVEN G. ROTHMEIER Management For For
1G ELECTION OF DIRECTOR: DAVID P. STEINER Management For For
1H ELECTION OF DIRECTOR: THOMAS H. Management For For
WEIDEMEYER
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
2009.
03 PROPOSAL TO AMEND THE COMPANY'S EMPLOYEE Management For For
STOCK PURCHASE PLAN TO INCREASE THE
NUMBER OF SHARES AUTHORIZED FOR ISSUANCE
UNDER THE PLAN.
04 PROPOSAL TO APPROVE THE COMPANY'S 2009 Management For For
STOCK INCENTIVE PLAN.
05 PROPOSAL RELATING TO DISCLOSURE OF Shareholder Against For
POLITICAL CONTRIBUTIONS, IF PROPERLY
PRESENTED AT THE MEETING.
06 PROPOSAL TO ADOPT SIMPLE MAJORITY VOTE, Shareholder Against For
IF PROPERLY PRESENTED AT MEETING.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 30
The Gabelli Value Fund Inc.
CURTISS-WRIGHT CORPORATION
SECURITY 231561101 MEETING TYPE Annual
TICKER SYMBOL CW MEETING DATE 08-May-2009
ISIN US2315611010 AGENDA 933027066 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 MARTIN R. BENANTE For For
2 S. MARCE FULLER For For
3 ALLEN A. KOZINSKI For For
4 CARL G. MILLER For For
5 WILLIAM B. MITCHELL For For
6 JOHN R. MYERS For For
7 JOHN B. NATHMAN For For
8 WILLIAM W. SIHLER For For
9 ALBERT E. SMITH For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS FOR 2009.
BRINK'S HOME SECURITY HOLDINGS, INC.
SECURITY 109699108 MEETING TYPE Annual
TICKER SYMBOL CFL MEETING DATE 08-May-2009
ISIN US1096991088 AGENDA 933047070 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 ROBERT B. ALLEN For For
2 MICHAEL S. GILLILAND For For
02 RATIFY THE APPOINTMENT OF KPMG LLP AS AN Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2009.
DISCOVERY COMMUNICATIONS, INC.
SECURITY 25470F104 MEETING TYPE Annual
TICKER SYMBOL DISCA MEETING DATE 11-May-2009
ISIN US25470F1049 AGENDA 933026381 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1 DIRECTOR Management
1 ROBERT R. BECK For For
2 J. DAVID WARGO For For
2 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS DISCOVERY
COMMUNICATIONS, INC.'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2009
DISH NETWORK CORPORATION
SECURITY 25470M109 MEETING TYPE Annual
TICKER SYMBOL DISH MEETING DATE 11-May-2009
ISIN US25470M1099 AGENDA 933028981 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 JAMES DEFRANCO For For
2 CANTEY ERGEN For For
3 CHARLES W. ERGEN For For
4 STEVEN R. GOODBARN For For
5 GARY S. HOWARD For For
6 DAVID K. MOSKOWITZ For For
7 TOM A. ORTOLF For For
8 CARL E. VOGEL For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009.
03 TO APPROVE OUR 2009 STOCK INCENTIVE PLAN. Management Against Against
04 TO APPROVE AMENDMENTS TO EXISTING EQUITY Management Against Against
PLANS TO ALLOW FOR STOCK AWARD EXCHANGE
PROGRAMS.
ECHOSTAR CORPORATION
SECURITY 278768106 MEETING TYPE Annual
TICKER SYMBOL SATS MEETING DATE 11-May-2009
ISIN US2787681061 AGENDA 933028993 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 JOSEPH P. CLAYTON For For
2 R. STANTON DODGE For For
3 MICHAEL T. DUGAN For For
4 CHARLES W. ERGEN For For
5 DAVID K. MOSKOWITZ For For
6 TOM A. ORTOLF For For
7 C. MICHAEL SCHROEDER For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009.
03 TO AMEND AND RESTATE OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN.
04 TO APPROVE AMENDMENTS TO EXISTING EQUITY Management Against Against
PLANS TO ALLOW FOR STOCK AWARD EXCHANGE
PROGRAMS.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 31
The Gabelli Value Fund Inc.
KERRY GROUP PLC
SECURITY G52416107 MEETING TYPE Annual General Meeting
TICKER SYMBOL KRYAY.PK MEETING DATE 12-May-2009
ISIN IE0004906560 AGENDA 701908052 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1. Receive and approve the accounts for the Management For For
YE 31 DEC 2008 and the Directors' and
the Auditors' reports thereon
2. Declare a final dividend as recommended Management For For
by the Directors
3.ai Re-elect Mr. Denis Buckley, who retires Management For For
in accordance in accordance with the
provisions of the Combined Code on
Corporate Governance
3aii Re-elect Mr. Michael Dowling, who Management For For
retires in accordance in accordance with
the provisions of the Combined Code on
Corporate Governance
3.bi Re-elect Mr. Gerry Behan, who retires in Management For For
accordance with Article 102 and Article
of Association of the Company
3.Ci Re-elect Mr. Noel Greene, who retires in Management For For
accordance in accordance with Article 97
of the Articles of Association of the
Company
3Cii Re-elect Mr. Flor Healy, who retires in Management For For
accordance in accordance with Article 97
of the Articles of Association of the
Company
3Ciii Re-elect Mr. Kevin Kelly, who retires in Management For For
accordance in accordance with Article 97
of the Articles of Association of the
Company
3Civ Re-elect Mr. Brian Mehigan, who retires Management For For
in accordance in accordance with Article
97 of the Articles of Association of the
Company
4. Authorize the Directors to fix the Management For For
remuneration of the Auditors
5. Authorize the Directors to exercise all Management For For
the powers of the Company to allot
relevant securities within the meaning
of Section 20 of the Companies
[Amendment] Act 1983; the maximum amount
of the relevant securities which may be
allotted under the authority hereby
conferred shall be the authorized but
unissued A ordinary shares in the
capital of the Company; [Authority shall
expire on 12 AUG 2010 unless and to
extend that such is renewed, revoked or
extended prior to such date]; the
Directors may allot relevant securities
in pursuance of such offer or agreement,
notwithstanding that the authority
hereby conferred has expired
S.6 Authorize the Directors, pursuant to Management For For
Sections 23 and 24(1) of the Companies
[Amendment] Act, 1983 to allot equity
securities within the meaning of the
said Section 23 for cash as if Section
23(1) of the said Act did not apply to
any such allotment; and [Authority shall
expire on 12 AUG 2010 unless and to
extend that such is renewed, revoked or
extended prior to such date] and the
Directors may allot equity securities in
pursuance of such an offer or agreement
as if the power conferred by this
Paragraph had not expired and provided
that the maximum amount of equity
securities [within the meaning of the
said Section 23] which may be allotted
under this authority shall not exceed in
aggregate the equivalent of 5% of the
issued A ordinary share capital of the
Company at the date hereof
S.7 Authorize the Company to purchase A Management For For
ordinary shares on the market [Section
212 of the Companies Act 1990], in the
manner provided for in Article 13A of
the Articles of Association of the
Company, up to a maximum of 5% of the A
ordinary share in issue at the date of
passing of this resolution; [Authority
expires at the end of the next AGM in
2010]
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 & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR 2009.
03 OTHER BUSINESS THAT MAY PROPERLY COME Management For For
BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT THEREOF.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 32
The Gabelli Value Fund Inc.
ITT CORPORATION
SECURITY 450911102 MEETING TYPE Annual
TICKER SYMBOL ITT MEETING DATE 12-May-2009
ISIN US4509111021 AGENDA 933028551 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 STEVEN R. LORANGER For For
2 CURTIS J. CRAWFORD For For
3 CHRISTINA A. GOLD For For
4 RALPH F. HAKE For For
5 JOHN J. HAMRE For For
6 PAUL J. KERN For For
7 FRANK T. MACINNIS For For
8 SURYA N. MOHAPATRA For For
9 LINDA S. SANFORD For For
10 MARKOS I. TAMBAKERAS For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS ITT'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2009.
03 TO VOTE ON A SHAREHOLDER PROPOSAL, IF Shareholder Against For
PROPERLY PRESENTED AT THE MEETING,
REQUESTING THAT THE COMPANY PROVIDE A
COMPREHENSIVE REPORT AT A REASONABLE
COST AND OMITTING PROPRIETARY AND
CLASSIFIED INFORMATION OF THE COMPANY'S
FOREIGN SALES OF MILITARY AND
WEAPONS-RELATED PRODUCTS AND SERVICES.
SPRINT NEXTEL CORPORATION
SECURITY 852061100 MEETING TYPE Annual
TICKER SYMBOL S MEETING DATE 12-May-2009
ISIN US8520611000 AGENDA 933029224 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: ROBERT R. BENNETT Management For For
1B ELECTION OF DIRECTOR: GORDON M. BETHUNE Management For For
1C ELECTION OF DIRECTOR: LARRY C. GLASSCOCK Management For For
1D ELECTION OF DIRECTOR: JAMES H. HANCE, JR. Management For For
1E ELECTION OF DIRECTOR: DANIEL R. HESSE Management For For
1F ELECTION OF DIRECTOR: V. JANET HILL Management For For
1G ELECTION OF DIRECTOR: FRANK IANNA Management For For
1H ELECTION OF DIRECTOR: SVEN-CHRISTER Management For For
NILSSON
1I ELECTION OF DIRECTOR: WILLIAM R. NUTI Management For For
1J ELECTION OF DIRECTOR: RODNEY O'NEAL Management For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF SPRINT NEXTEL FOR
2009.
03 TO APPROVE AMENDMENTS TO THE 1988 Management For For
EMPLOYEES STOCK PURCHASE PLAN.
04 TO VOTE ON A SHAREHOLDER PROPOSAL Shareholder Against For
CONCERNING SPECIAL SHAREHOLDER MEETINGS.
05 TO VOTE ON A SHAREHOLDER PROPOSAL Shareholder Against For
CONCERNING POLITICAL CONTRIBUTIONS.
BELO CORP.
SECURITY 080555105 MEETING TYPE Annual
TICKER SYMBOL BLC MEETING DATE 12-May-2009
ISIN US0805551050 AGENDA 933033134 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 HENRY P. BECTON, JR. For For
2 JAMES M. MORONEY III For For
3 LLOYD D. WARD For For
02 PROPOSAL TO APPROVE THE BELO AMENDED AND Management For For
RESTATED 2004 EXECUTIVE COMPENSATION
PLAN.
03 RATIFICATION OF THE APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
04 SHAREHOLDER PROPOSAL RELATING TO REPEAL Shareholder Against For
OF THE CLASSIFIED BOARD OF DIRECTORS.
GRIFFIN LAND & NURSERIES, INC.
SECURITY 398231100 MEETING TYPE Annual
TICKER SYMBOL GRIF MEETING DATE 12-May-2009
ISIN US3982311009 AGENDA 933060509 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 W.J. CHURCHILL, JR. For For
2 EDGAR M. CULLMAN For For
3 DAVID M. DANZIGER For For
4 FREDERICK M. DANZIGER For For
5 THOMAS C. ISRAEL For For
6 ALBERT H. SMALL, JR. For For
7 DAVID F. STEIN For For
02 APPROVAL OF THE GRIFFIN LAND & Management For For
NURSERIES, INC. 2009 STOCK OPTION PLAN.
03 RATIFICATION OF THE SELECTION OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 33
The Gabelli Value Fund Inc.
SAFEWAY INC.
SECURITY 786514208 MEETING TYPE Annual
TICKER SYMBOL SWY MEETING DATE 13-May-2009
ISIN US7865142084 AGENDA 933009640 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: STEVEN A. BURD Management For For
1B ELECTION OF DIRECTOR: JANET E. GROVE Management For For
1C ELECTION OF DIRECTOR: MOHAN GYANI Management For For
1D ELECTION OF DIRECTOR: PAUL HAZEN Management For For
1E ELECTION OF DIRECTOR: FRANK C. HERRINGER Management For For
1F ELECTION OF DIRECTOR: ROBERT I. Management For For
MACDONNELL
1G ELECTION OF DIRECTOR: KENNETH W. ODER Management For For
1H ELECTION OF DIRECTOR: REBECCA A. STIRN Management For For
1I ELECTION OF DIRECTOR: WILLIAM Y. TAUSCHER Management For For
1J ELECTION OF DIRECTOR: RAYMOND G. VIAULT Management For For
02 RATIFICATION OF APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
03 STOCKHOLDER PROPOSAL REQUESTING Shareholder Against For
CUMULATIVE VOTING.
04 STOCKHOLDER PROPOSAL REQUESTING THAT Shareholder Against For
HOLDERS OF 10% OF THE OUTSTANDING COMMON
STOCK BE GIVEN THE POWER TO CALL SPECIAL
STOCKHOLDER MEETINGS
05 STOCKHOLDER PROPOSAL REQUESTING Shareholder Against For
LIMITATION ON FUTURE DEATH BENEFITS.
QWEST COMMUNICATIONS INTERNATIONAL INC.
SECURITY 749121109 MEETING TYPE Annual
TICKER SYMBOL Q MEETING DATE 13-May-2009
ISIN US7491211097 AGENDA 933024527 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: EDWARD A. MUELLER Management For For
1B ELECTION OF DIRECTOR: LINDA G. ALVARADO Management For For
1C ELECTION OF DIRECTOR: CHARLES L. BIGGS Management For For
1D ELECTION OF DIRECTOR: K. DANE BROOKSHER Management For For
1E ELECTION OF DIRECTOR: PETER S. HELLMAN Management For For
1F ELECTION OF DIRECTOR: R. DAVID HOOVER Management For For
1G ELECTION OF DIRECTOR: PATRICK J. MARTIN Management For For
1H ELECTION OF DIRECTOR: CAROLINE MATTHEWS Management For For
1I ELECTION OF DIRECTOR: WAYNE W. MURDY Management For For
1J ELECTION OF DIRECTOR: JAN L. MURLEY Management For For
1K ELECTION OF DIRECTOR: JAMES A. UNRUH Management For For
1L ELECTION OF DIRECTOR: ANTHONY WELTERS Management For For
02 THE RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2009.
03 APPROVAL OF A POLICY RELATING TO Management For For
SEVERANCE ARRANGEMENTS WITH EXECUTIVES.
04 A STOCKHOLDER PROPOSAL URGING THE BOARD Shareholder Against For
TO ADOPT A POLICY TO SEEK STOCKHOLDER
APPROVAL OF CERTAIN EXTRAORDINARY
RETIREMENT BENEFITS FOR EXECUTIVES.
05 A STOCKHOLDER PROPOSAL URGING THE BOARD Shareholder Against For
TO ADOPT A POLICY THAT STOCKHOLDERS HAVE
THE OPPORTUNITY AT ANNUAL MEETINGS TO
VOTE ON AN ADVISORY RESOLUTION ON
CERTAIN EXECUTIVE COMPENSATION.
06 A STOCKHOLDER PROPOSAL REQUESTING THE Shareholder Against For
BOARD TO AMEND OUR BYLAWS TO ALLOW 10%
STOCKHOLDERS TO CALL SPECIAL STOCKHOLDER
MEETINGS.
07 A STOCKHOLDER PROPOSAL REQUESTING THAT Shareholder Against For
OUR BOARD INITIATE THE PROCESS OF
REINCORPORATING QWEST IN NORTH DAKOTA.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 34
The Gabelli Value Fund Inc.
CONOCOPHILLIPS
SECURITY 20825C104 MEETING TYPE Annual
TICKER SYMBOL COP MEETING DATE 13-May-2009
ISIN US20825C1045 AGENDA 933026317 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: RICHARD L. ARMITAGE Management For For
1B ELECTION OF DIRECTOR: RICHARD H. Management For For
AUCHINLECK
1C ELECTION OF DIRECTOR: JAMES E. COPELAND, Management For For
JR.
1D ELECTION OF DIRECTOR: KENNETH M. Management For For
DUBERSTEIN
1E ELECTION OF DIRECTOR: RUTH R. HARKIN Management For For
1F ELECTION OF DIRECTOR: HAROLD W. MCGRAW Management For For
III
1G ELECTION OF DIRECTOR: JAMES J. MULVA Management For For
1H ELECTION OF DIRECTOR: HARALD J. NORVIK Management For For
1I ELECTION OF DIRECTOR: WILLIAM K. REILLY Management For For
1J ELECTION OF DIRECTOR: BOBBY S. SHACKOULS Management For For
1K ELECTION OF DIRECTOR: VICTORIA J. Management For For
TSCHINKEL
1L ELECTION OF DIRECTOR: KATHRYN C. TURNER Management For For
1M ELECTION OF DIRECTOR: WILLIAM E. WADE, Management For For
JR.
02 PROPOSAL TO RATIFY APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS CONOCOPHILLIPS'
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2009.
03 PROPOSAL TO APPROVE 2009 OMNIBUS STOCK Management For For
AND PERFORMANCE INCENTIVE PLAN.
04 UNIVERSAL HEALTH CARE PRINCIPLES. Shareholder Against For
05 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Shareholder Against For
06 POLITICAL CONTRIBUTIONS. Shareholder Against For
07 GREENHOUSE GAS REDUCTION. Shareholder Against For
08 OIL SANDS DRILLING. Shareholder Against For
09 DIRECTOR QUALIFICATIONS. Shareholder Against For
WATTS WATER TECHNOLOGIES, INC.
SECURITY 942749102 MEETING TYPE Annual
TICKER SYMBOL WTS MEETING DATE 13-May-2009
ISIN US9427491025 AGENDA 933028880 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1 DIRECTOR Management
1 ROBERT L. AYERS For For
2 KENNETT F. BURNES For For
3 RICHARD J. CATHCART For For
4 TIMOTHY P. HORNE For For
5 RALPH E. JACKSON, JR. For For
6 KENNETH J. MCAVOY For For
7 JOHN K. MCGILLICUDDY For For
8 GORDON W. MORAN For For
9 DANIEL J. MURPHY, III For For
10 PATRICK S. O'KEEFE For For
2 TO RATIFY THE SELECTION OF KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE CURRENT FISCAL
YEAR.
LSI CORPORATION
SECURITY 502161102 MEETING TYPE Annual
TICKER SYMBOL LSI MEETING DATE 14-May-2009
ISIN US5021611026 AGENDA 933027775 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: CHARLES A. HAGGERTY Management For For
1B ELECTION OF DIRECTOR: RICHARD S. HILL Management For For
1C ELECTION OF DIRECTOR: JOHN H.F. MINER Management For For
1D ELECTION OF DIRECTOR: ARUN NETRAVALI Management For For
1E ELECTION OF DIRECTOR: MATTHEW J. O'ROURKE Management For For
1F ELECTION OF DIRECTOR: GREGORIO REYES Management For For
1G ELECTION OF DIRECTOR: MICHAEL G. STRACHAN Management For For
1H ELECTION OF DIRECTOR: ABHIJIT Y. Management For For
TALWALKAR
1I ELECTION OF DIRECTOR: SUSAN M. WHITNEY Management For For
02 TO RATIFY THE AUDIT COMMITTEE'S Management For For
SELECTION OF OUR INDEPENDENT AUDITORS
FOR 2009.
03 TO APPROVE OUR AMENDED INCENTIVE PLAN. Management For For
REPUBLIC SERVICES, INC.
SECURITY 760759100 MEETING TYPE Annual
TICKER SYMBOL RSG MEETING DATE 14-May-2009
ISIN US7607591002 AGENDA 933032461 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1 DIRECTOR Management
1 JAMES E. O'CONNOR For For
2 JOHN W. CROGHAN For For
3 JAMES W. CROWNOVER For For
4 WILLIAM J. FLYNN For For
5 DAVID I. FOLEY For For
6 NOLAN LEHMANN For For
7 W. LEE NUTTER For For
8 RAMON A. RODRIGUEZ For For
9 ALLAN C. SORENSEN For For
10 JOHN M. TRANI For For
11 MICHAEL W. WICKHAM For For
2 RATIFICATION OF THE APPOINTMENT OF ERNST Management For For
& YOUNG AS THE COMPANY'S INDEPENDENT
PUBLIC ACCOUNTANTS FOR 2009.
3 APPROVAL OF THE REPUBLIC SERVICES, INC. Management For For
EXECUTIVE INCENTIVE PLAN.
4 APPROVAL OF THE REPUBLIC SERVICES, INC. Management For For
2009 EMPLOYEE STOCK PURCHASE PLAN.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 35
The Gabelli Value Fund Inc.
FLOWSERVE CORPORATION
SECURITY 34354P105 MEETING TYPE Annual
TICKER SYMBOL FLS MEETING DATE 14-May-2009
ISIN US34354P1057 AGENDA 933047462 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 ROGER L. FIX For For
2 LEWIS M. KLING For For
3 JAMES O. ROLLANS For For
02 APPROVE THE ADOPTION OF THE FLOWSERVE Management For For
CORPORATION EQUITY AND INCENTIVE
COMPENSATION PLAN.
03 RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP TO SERVE AS
THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2009.
CADBURY PLC
SECURITY 12721E102 MEETING TYPE Annual
TICKER SYMBOL CBY MEETING DATE 14-May-2009
ISIN US12721E1029 AGENDA 933053679 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
O1 TO RECEIVE THE 2008 FINANCIAL STATEMENTS Management For For
AND THE DIRECTORS' AND AUDITORS' REPORTS.
O2 TO DECLARE AND APPROVE THE FINAL Management For For
DIVIDEND.
O3 TO APPROVE THE DIRECTORS' REMUNERATION Management For For
REPORT.
O4 TO RE-ELECT ROGER CARR AS A DIRECTOR. Management For For
O5 TO RE-ELECT TODD STITZER AS A DIRECTOR. Management For For
O6 TO ELECT BARONESS HOGG AS A DIRECTOR. Management For For
O7 TO ELECT COLIN DAY AS A DIRECTOR. Management For For
O8 TO ELECT ANDREW BONFIELD AS A DIRECTOR. Management For For
O9 TO RE-APPOINT DELOITTE LLP AS AUDITORS. Management For For
O10 TO AUTHORISE THE DIRECTORS TO SET THE Management For For
AUDITORS' FEES.
O11 TO AUTHORISE THE DIRECTORS TO MAKE Management For For
POLITICAL DONATIONS AND TO INCUR
POLITICAL EXPENDITURE.
O12 TO AUTHORISE THE DIRECTORS TO ALLOT Management For For
FURTHER SHARES.
S13 TO DISAPPLY PRE-EMPTION RIGHTS. Management For For
S14 TO AUTHORISE THE COMPANY TO PURCHASE ITS Management For For
OWN SHARES.
S15 TO AUTHORIZE THE CONVENING OF A GENERAL Management For For
MEETING, OTHER THAN AN ANNUAL GENERAL
MEETING, ON NOT LESS THAN 14 DAYS'
NOTICE.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 36
The Gabelli Value Fund Inc.
LADBROKES PLC
SECURITY G5337D107 MEETING TYPE Annual General Meeting
TICKER SYMBOL LDBKF.PK MEETING DATE 15-May-2009
ISIN GB00B0ZSH635 AGENDA 701843977 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1. Receive and adopt the reports of the Management For For
Directors and the Auditor and the
accounts of the Company for the YE 31
DEC 2008
2. Approve to declare the final dividend of Management For For
9.05p on each of the ordinary shares
entitled thereto in respect of the YE 31
DEC 2008
3. Appoint Mr. P. Erskine as a Director of Management For For
the Company, who retires in accordance
with the Articles of Association
4. Appoint Mr. R. J. Ames as a Director of Management For For
the Company, who retires in accordance
with the Articles of Association
5. Re-appoint Mr. N. M. H. Jones a Director Management For For
of the Company, who retires by rotation
in accordance with the Articles of
Association
6. Re-appoint Mr. J. P. O'Reilly as a Management For For
Director of the Company, who retires by
rotation in accordance with the Articles
of Association
7. Re-appoint Ernst & Young LLP as the Management For For
Auditor to the Company and authorize the
Directors to agree the remuneration of
the Auditor
8. Receive the 2008 Directors' remuneration Management For For
report
9. Authorize the Company, for the purposes Management For For
of Section 366 of the Companies Act 2006
[authorizations required for donations
or expenditure] and all Companies that
are subsidiaries of the Company at any
time during the period for which this
resolution has effect to: (i) make
political donations to political parties
or independent election candidates not
exceeding GBP 50,000 in total; (ii) make
political donations to political
organizations other than political
parties not exceeding GBP 50,000 in
total; and (iii) incur political
expenditure not exceeding GBP 50,000 in
total, provided that the aggregate
amount of any such donations and
expenditure shall not exceed GBP 50,000
during the period beginning with the
date of the passing of this resolution
and ending on the date of the AGM of the
Company to be held in 2010 or, if
earlier, on 30 JUN 2010; for the purpose
of this resolution the terms "political
donations", "independent election
candidates", "political organizations"
and "political expenditure" have the
meanings set out in Sections 363 to 365
of the Companies Act 2006
S.10 Authorize the Company to make market Management For For
purchases [Section 163 of the Companies
Act 1985] of up to 60,063,870 ordinary
shares of 28 1/3p each of the Company,
at a minimum price which may be paid for
the ordinary share 28 1/3p per share and
the maximum price which may be paid for
an ordinary share is an amount equal to
105% of the average of the middle market
quotations for an ordinary share derived
from the London Stock Exchange Daily
Official List, over the previous 5
business days; [Authority expires at
earlier of the conclusion of the AGM of
the Company to be held 2010 or 30 JUN
2010]; and the Company may make a
contract to purchase shares after the
expiry of this authority in pursuance of
such an offer or agreement made prior to
such expiry
11. Approve to increase the share capital of Management For For
the Company by GBP 34,000,000 from GBP
253,000,000 to GBP 287,000,000 by the
creation of 120,000,000 additional new
ordinary shares of 28 1/3p each in the
capital of the Company
12. Authorize the Directors, in substitution Management For For
for any existing authority and for the
purpose of Section 80 of the Companies
Act 1985, to allot relevant securities
[with in the meaning of that Section] up
to an aggregate nominal amount of GBP
56,776,939; [Authority expires earlier
of the conclusion of the AGM of the
Company held in 2010 or on 30 JUN 2010];
and the Directors may allot relevant
securities after the expiry of this
authority in pursuance of such an offer
or agreement made prior to such expiry
S.13 Authorize the Directors, to allot equity Management For For
securities [Section 94 of the Companies
Act 1985[the Act]] pursuant to the
authority for the purposes of Section 80
of the Act conferred by the ordinary
resolution set out as Resolution No.12
at the notice of 2009 AGM of the Company
and passed at the 2009 AGM of the
Company and to sell equity securities
which immediately before the sale are
held by the Company as treasury
shares[Section 162A of the Act] in each
case, disapplying the statutory
pre-emption rights [Section 89(1) of the
Act], provided that this power is
limited to: a) the allotment or sale of
equity securities up to an aggregate
nominal amount of GBP 8,509,048; b) the
allotment or sale of equity securities
up to an aggregate nominal amount of GBP
56,776,939 in connection with a rights
issue or other issue in favor of
ordinary shareholders; [Authority
expires the earlier of the conclusion of
the AGM of the Company to be held in
2010 or 30 JUN 2010]; and the Directors
may allot equity securities after the
expiry of this authority in pursuance of
such an offer or agreement made prior to
such expiry
S.14 Authorize the Directors of the Company, Management For For
in addition to the authority conferred
on the Directors by Resolution 12 as set
out in the Notice of the 2009 AGM of the
Company: (a) authorized for the purposes
of Section 80 of the Companies Act 1985
(the Act) to allot relevant securities
[within the meaning of that section] up
to an aggregate nominal amount of GBP
56,776,939 in connection with a rights
issue; and (b) empowered to allot equity
securities [as defined by section 94 of
the Act] pursuant to the authority for
the purposes of section 80 of the Act
conferred by this resolution and to sell
equity securities which immediately
before the sale are held by the Company
as treasury shares [as defined in
section 162A of the Act] in each case as
if section 89(1) of the Act did not
apply to such allotment or sale provided
that this power shall be limited to the
issue of equity securities in connection
with a rights issue, [Authority shall
expire at the conclusion of the AGM of
the Company to be held in 2010 or if
earlier, on 30 JUN 2010] save that the
Company may before the expiry of this
authority make an offer or agreement
which would or might require relevant
securities of the company to be allotted
after its expiry and the Directors may
allot relevant securities pursuant to
such an offer or agreement as if the
authority in this resolution had not
expired
15. Approve the term of the Ladbrokes plc Management For For
international Share Option Scheme be
extended for a further 10 years until
2019 and authorize the Directors of the
Company to do all acts and things
necessary to put the extension of the
scheme into effect
S.16 Approve to cancel the share premium Management For For
account of the Company
PACTIV CORP.
SECURITY 695257105 MEETING TYPE Annual
TICKER SYMBOL PTV MEETING DATE 15-May-2009
ISIN US6952571056 AGENDA 933030950 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: LARRY D. BRADY Management For For
1B ELECTION OF DIRECTOR: K. DANE BROOKSHER Management For For
1C ELECTION OF DIRECTOR: ROBERT J. DARNALL Management For For
1D ELECTION OF DIRECTOR: MARY R. (NINA) Management For For
HENDERSON
1E ELECTION OF DIRECTOR: N. THOMAS Management For For
LINEBARGER
1F ELECTION OF DIRECTOR: ROGER B. PORTER Management For For
1G ELECTION OF DIRECTOR: RICHARD L. WAMBOLD Management For For
1H ELECTION OF DIRECTOR: NORMAN H. WESLEY Management For For
02 RATIFY THE SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 37
The Gabelli Value Fund Inc.
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, Management For For
III
1H ELECTION OF DIRECTOR: LABAN P. JACKSON, Management For For
JR.
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 Management For For
PUBLIC 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
DR PEPPER SNAPPLE GROUP INC
SECURITY 26138E109 MEETING TYPE Annual
TICKER SYMBOL DPS MEETING DATE 19-May-2009
ISIN US26138E1091 AGENDA 933040519 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: PAMELA H. PATSLEY Management For For
1B ELECTION OF DIRECTOR: M. ANNE SZOSTAK Management For For
1C ELECTION OF DIRECTOR: MICHAEL F. Management For For
WEINSTEIN
02 TO APPROVE AND ADOPT THE MANAGEMENT Management For For
INCENTIVE PLAN RELATED TO
PERFORMANCE-BASED INCENTIVE COMPENSATION
FOR CERTAIN OF OUR EXECUTIVE OFFICERS.
03 TO RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE AS THE CORPORATION'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
FISCAL YEAR 2009.
04 TO APPROVE AND ADOPT THE OMNIBUS STOCK Management For For
INCENTIVE PLAN OF 2009.
NATIONAL PRESTO INDUSTRIES, INC.
SECURITY 637215104 MEETING TYPE Annual
TICKER SYMBOL NPK MEETING DATE 19-May-2009
ISIN US6372151042 AGENDA 933048779 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 MARYJO COHEN For For
AKAMAI TECHNOLOGIES, INC.
SECURITY 00971T101 MEETING TYPE Annual
TICKER SYMBOL AKAM MEETING DATE 19-May-2009
ISIN US00971T1016 AGENDA 933051497 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: GEORGE H. CONRADES Management For For
1B ELECTION OF DIRECTOR: MARTIN M. COYNE II Management For For
1C ELECTION OF DIRECTOR: JILL A. GREENTHAL Management For For
1D ELECTION OF DIRECTOR: GEOFFREY A. MOORE Management For For
02 TO APPROVE ADOPTION OF THE AKAMAI Management Against Against
TECHNOLOGIES, INC. 2009 STOCK INCENTIVE
PLAN.
03 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT AUDITORS OF AKAMAI
TECHNOLOGIES, INC. FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 38
The Gabelli Value Fund Inc.
GRAFTECH INTERNATIONAL LTD.
SECURITY 384313102 MEETING TYPE Annual
TICKER SYMBOL GTI MEETING DATE 19-May-2009
ISIN US3843131026 AGENDA 933054001 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 RANDY W. CARSON For For
2 MARY B. CRANSTON For For
3 HAROLD E. LAYMAN For For
4 FERRELL P. MCCLEAN For For
5 MICHAEL C. NAHL For For
6 FRANK A. RIDDICK III For For
7 CRAIG S. SHULAR For For
02 AMEND THE 2005 EQUITY INCENTIVE PLAN TO Management For For
INCREASE THE NUMBER OF SHARES AUTHORIZED
FOR AWARDS BY 4,000,000 SHARES.
03 AMEND THE AMENDED AND RESTATED Management For For
CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF SHARES OF COMMON STOCK
AUTHORIZED FOR ISSUANCE BY 75,000,000
SHARES.
04 APPROVE THE GRAFTECH EXECUTIVE INCENTIVE Management For For
COMPENSATION PLAN.
UNITED STATES CELLULAR CORPORATION
SECURITY 911684108 MEETING TYPE Annual
TICKER SYMBOL USM MEETING DATE 19-May-2009
ISIN US9116841084 AGENDA 933054049 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 HARRY J. HARCZAK, JR. For For
02 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN. Management For For
03 U.S. CELLULAR'S 2005 LONG-TERM INCENTIVE Management For For
PLAN, AS AMENDED.
04 RATIFY ACCOUNTANTS FOR 2009. Management For For
HSN, INC
SECURITY 404303109 MEETING TYPE Annual
TICKER SYMBOL HSNI MEETING DATE 19-May-2009
ISIN US4043031099 AGENDA 933061741 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1 DIRECTOR Management
1 GREGORY R. BLATT For For
2 MICHAEL C. BOYD For For
3 P. BOUSQUET-CHAVANNE For For
4 WILLIAM COSTELLO For For
5 JAMES M. FOLLO For For
6 MINDY GROSSMAN For For
7 STEPHANIE KUGELMAN For For
8 ARTHUR C. MARTINEZ For For
9 THOMAS J. MCINERNEY For For
10 JOHN B. MORSE, JR. For For
2 RATIFICATION OF THE APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS HSN, INC.'S INDEPENDENT
REGISTERED CERTIFIED PUBLIC ACCOUNTING
FIRM FOR THE 2009 FISCAL YEAR.
3 APPROVAL OF SECOND AMENDED AND RESTATED Management Against Against
2008 STOCK AND ANNUAL INCENTIVE PLAN.
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 Non-Voting
FOR THIS 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 Non-Voting
and 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 Management For For
Managing Directors
3. Ratification of the Acts of the Management For For
Supervisory Board
4. Appoint the Auditors for the 2009 FY: Management For For
PricewaterhouseCoopers AG, Stuttgart
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 39
The Gabelli Value Fund Inc.
5. Resolution on the transfer of all shares Management For For
of the 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 Management For For
Association in 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. Management For For
Ulrich Woehr
8.2 Elections to the Supervisory Board - Mr. Management For For
Robin J. Adams
8.3 Elections to the Supervisory Board - Mr. Management For For
Anthony D. Hensel
8.4 Elections to the Supervisory Board - Mr. Management For For
Alfred Weber
THERMO FISHER SCIENTIFIC INC.
SECURITY 883556102 MEETING TYPE Annual
TICKER SYMBOL TMO MEETING DATE 20-May-2009
ISIN US8835561023 AGENDA 933042400 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 JUDY C. LEWENT For For
2 PETER J. MANNING For For
3 JIM P. MANZI For For
4 ELAINE S. ULLIAN For For
02 RATIFICATION OF THE AUDIT COMMITTEE'S Management For For
SELECTION OF PRICEWATERHOUSECOOPERS LLP
AS THE COMPANY'S INDEPENDENT AUDITORS
FOR 2009.
CORN PRODUCTS INTERNATIONAL, INC.
SECURITY 219023108 MEETING TYPE Annual
TICKER SYMBOL CPO MEETING DATE 20-May-2009
ISIN US2190231082 AGENDA 933045165 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 LUIS ARANGUREN-TRELLEZ For For
2 PAUL HANRAHAN For For
3 WILLIAM S. NORMAN For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
THE 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 Shareholder For
ELIMINATE CLASSIFICATION OF THE TERMS OF
THE BOARD OF DIRECTORS TO REQUIRE THAT
ALL DIRECTORS STAND FOR ELECTION
ANNUALLY.
LOJACK CORPORATION
SECURITY 539451104 MEETING TYPE Annual
TICKER SYMBOL LOJN MEETING DATE 20-May-2009
ISIN US5394511043 AGENDA 933045278 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 RORY J. COWAN For For
2 JOHN H. MACKINNON For For
3 ROBERT J. MURRAY For For
4 ROBERT L. REWEY For For
5 RICHARD T. RILEY For For
6 HARVEY ROSENTHAL For For
7 MARIA RENNA SHARPE For For
8 RONALD V. WATERS III For For
02 AMEND THE COMPANY'S 2008 STOCK INCENTIVE Management Against Against
PLAN.
03 RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM OF THE COMPANY
FOR 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 40
The Gabelli Value Fund Inc.
ALLEGHENY ENERGY, INC.
SECURITY 017361106 MEETING TYPE Annual
TICKER SYMBOL AYE MEETING DATE 21-May-2009
ISIN US0173611064 AGENDA 933026331 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: H. FURLONG BALDWIN Management For For
1B ELECTION OF DIRECTOR: ELEANOR BAUM Management For For
1C ELECTION OF DIRECTOR: PAUL J. EVANSON Management For For
1D ELECTION OF DIRECTOR: CYRUS F. Management For For
FREIDHEIM, JR.
1E ELECTION OF DIRECTOR: JULIA L. JOHNSON Management For For
1F ELECTION OF DIRECTOR: TED J. KLEISNER Management For For
1G ELECTION OF DIRECTOR: CHRISTOPHER D. Management For For
PAPPAS
1H ELECTION OF DIRECTOR: STEVEN H. RICE Management For For
1I ELECTION OF DIRECTOR: GUNNAR E. SARSTEN Management For For
1J ELECTION OF DIRECTOR: MICHAEL H. SUTTON Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT AUDITOR FOR 2009.
03 PROPOSAL TO APPROVE THE ALLEGHENY Management For For
ENERGY, INC. ANNUAL INCENTIVE PLAN.
04 STOCKHOLDER PROPOSAL RELATING TO SPECIAL Shareholder Against For
STOCKHOLDER MEETINGS.
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 Management For For
KPMG LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM OF THE COMPANY
FOR FISCAL YEAR 2009.
03 APPROVAL OF CABLEVISION SYSTEMS Management Against Against
CORPORATION AMENDED 2006 EMPLOYEE STOCK
PLAN.
VIRTUS INVESTMENT PARTNERS, INC.
SECURITY 92828Q109 MEETING TYPE Annual
TICKER SYMBOL VRTS MEETING DATE 21-May-2009
ISIN US92828Q1094 AGENDA 933047385 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1 DIRECTOR Management
1 DIANE M. COFFEY For For
2 TIMOTHY A. HOLT For For
2 VOTE TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2009.
ZEBRA TECHNOLOGIES CORPORATION
SECURITY 989207105 MEETING TYPE Annual
TICKER SYMBOL ZBRA MEETING DATE 21-May-2009
ISIN US9892071054 AGENDA 933061486 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 RICHARD L. KEYSER For For
2 ROSS W. MANIRE For For
3 DR. ROBERT J. POTTER For For
02 PROPOSAL TO RATIFY ERNST & YOUNG LLP AS Management For For
INDEPENDENT AUDITORS
TELEPHONE AND DATA SYSTEMS, INC.
SECURITY 879433100 MEETING TYPE Annual
TICKER SYMBOL TDS MEETING DATE 21-May-2009
ISIN US8794331004 AGENDA 933076831 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 C.A. DAVIS For For
2 C.D. O'LEARY For For
3 G.L. SUGARMAN For For
4 H.S. WANDER For For
02 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN. Management For For
03 RATIFY ACCOUNTANTS FOR 2009. Management For For
04 SHAREHOLDER PROPOSAL TO RECAPITALIZE THE Shareholder For Against
TDS CAPITAL STOCK.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 41
The Gabelli Value Fund Inc.
TELEPHONE AND DATA SYSTEMS, INC.
SECURITY 879433860 MEETING TYPE Annual
TICKER SYMBOL TDSS MEETING DATE 21-May-2009
ISIN US8794338603 AGENDA 933076843 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 C.A. DAVIS For For
2 C.D. O'LEARY For For
3 G.L. SUGARMAN For For
4 H.S. WANDER For For
KATY INDUSTRIES, INC.
SECURITY 486026107 MEETING TYPE Annual
TICKER SYMBOL KATY MEETING DATE 21-May-2009
ISIN US4860261076 AGENDA 933077744 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 CHRISTOPHER W. ANDERSON Withheld Against
2 WILLIAM F. ANDREWS Withheld Against
3 SAMUEL P. FRIEDER Withheld Against
4 CHRISTOPHER LACOVARA Withheld Against
5 SHANT MARDIROSSIAN Withheld Against
02 TO RATIFY THE SELECTION OF UHY LLP AS Management For For
THE 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. Management For For
DIEFENDERFER, III
1C ELECTION OF DIRECTOR: DIANE SUITT Management For For
GILLELAND
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 Management For For
PORTER, JR.
1K ELECTION OF DIRECTOR: FRANK C. PULEO Management For For
1L ELECTION OF DIRECTOR: WOLFGANG Management For For
SCHOELLKOPF
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. Management For For
TERRACCIANO
1P ELECTION OF DIRECTOR: BARRY L. WILLIAMS Management For For
2 ADOPTION OF THE SLM CORPORATION Management For For
DIRECTORS EQUITY PLAN
3 ADOPTION OF THE SLM CORPORATION Management For For
2009-2012 INCENTIVE PLAN
4 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
FPL GROUP, INC.
SECURITY 302571104 MEETING TYPE Annual
TICKER SYMBOL FPL MEETING DATE 22-May-2009
ISIN US3025711041 AGENDA 933040569 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 SHERRY S. BARRAT For For
2 ROBERT M. BEALL, II For For
3 J. HYATT BROWN For For
4 JAMES L. CAMAREN For For
5 J. BRIAN FERGUSON For For
6 LEWIS HAY, III For For
7 TONI JENNINGS For For
8 OLIVER D. KINGSLEY, JR. For For
9 RUDY E. SCHUPP For For
10 MICHAEL H. THAMAN For For
11 HANSEL E. TOOKES, II For For
12 PAUL R. TREGURTHA For For
02 RATIFICATION OF APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2009.
03 APPROVAL OF THE MATERIAL TERMS UNDER THE Management For For
FPL GROUP, INC. AMENDED AND RESTATED
LONG TERM INCENTIVE PLAN FOR PAYMENT OF
PERFORMANCE-BASED COMPENSATION AS
REQUIRED BY INTERNAL REVENUE CODE
SECTION 162(M).
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 42
The Gabelli Value Fund Inc.
DEUTSCHE BANK AG
SECURITY D18190898 MEETING TYPE Annual
TICKER SYMBOL DB MEETING DATE 26-May-2009
ISIN DE0005140008 AGENDA 933065458 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
02 APPROPRIATION OF DISTRIBUTABLE PROFIT. Management For For
03 RATIFICATION OF THE ACTS OF MANAGEMENT Management For For
OF THE MANAGEMENT BOARD FOR THE 2008
FINANCIAL YEAR.
04 RATIFICATION OF THE ACTS OF MANAGEMENT Management For For
OF THE SUPERVISORY BOARD FOR THE 2008
FINANCIAL YEAR.
05 ELECTION OF AUDITOR FOR 2009 FINANCIAL Management For For
YEAR, INTERIM ACCOUNTS.
06 AUTHORIZATION TO ACQUIRE OWN SHARES FOR Management For For
TRADING PURPOSES.
07 AUTHORIZATION TO ACQUIRE OWN SHARES Management For For
PURSUANT TO SECTION 71 (1) NO. 8 STOCK
CORPORATION ACT.
08 AMENDMENT TO THE ARTICLES OF ASSOCIATION Management For For
RELATING TO THE REGISTRATION PERIOD FOR
THE GENERAL MEETING.
09 AMENDMENT TO SECTION 19 (2) SENTENCE 3 Management For For
OF THE ARTICLES OF ASSOCIATION TO ACCORD
WITH THE RULES OF THE ACT ON THE
IMPLEMENTATION OF THE SHAREHOLDER RIGHTS
DIRECTIVE.
10 CREATION OF NEW AUTHORIZED CAPITAL AND Management For For
AMENDMENT TO ARTICLES OF ASSOCIATION.
11 CREATION OF NEW AUTHORIZED CAPITAL FOR Management For For
CAPITAL INCREASES IN CASH OR IN KIND AND
AMENDMENT TO THE ARTICLES OF ASSOCIATION.
12 CREATION OF NEW AUTHORIZED CAPITAL AND Management For For
AMENDMENT TO THE ARTICLES OF ASSOCIATION.
13 AUTHORIZATION TO ISSUE PARTICIPATORY Management For For
NOTES WITH WARRANTS AND/OR CONVERTIBLE
PARTICIPATORY NOTES, BONDS WITH WARRANTS
AND CONVERTIBLE BONDS, CREATION OF
CONDITIONAL CAPITAL AND AMENDMENT TO
ARTICLES OF ASSOCIATION.
14 SHAREHOLDER PROPOSAL: PROPOSAL THAT Shareholder Against For
RATIFICATION OF THE ACTS OF MANAGEMENT
OF THE MANAGEMENT BOARD BE REFUSED.
15 SHAREHOLDER PROPOSAL: RATIFICATION OF Shareholder Against For
THE ACTS OF MANAGEMENT OF THE MANAGEMENT
BOARD BE POSTPONED UNTIL ALL LIABILITY
PROCEEDINGS AGAINST DEUTSCHE BANK HAVE
BEEN CONCLUDED AND ALSO UNTIL A REFORM
OF THE COMPENSATION AND BONUS SYSTEM HAS
BEEN CARRIED OUT.
16 SHAREHOLDER PROPOSAL: THE ACTS OF THE Shareholder Against For
MANAGEMENT BOARD FOR THE 2008 FINANCIAL
YEAR ARE NOT RATIFIED.
17 SHAREHOLDER PROPOSAL: THE ACTS OF Shareholder Against For
MANAGEMENT OF THE SUPERVISORY BOARD FOR
THE 2008 FINANCIAL YEAR ARE NOT RATIFIED.
18 SHAREHOLDER PROPOSAL - RATIFICATION OF Shareholder Against For
THE ACTS OF MANAGEMENT OF THE MEMBERS OF
THE SUPERVISORY BOARD IS REFUSED.
19 SHAREHOLDER PROPOSAL - PROPOSE THAT NO Shareholder Against For
DISTRIBUTABLE PROFIT BE DISTRIBUTED AND
HENCE NO DIVIDENDS PAID.
20 SHAREHOLDER PROPOSAL - RATIFICATION OF Shareholder Against For
THE ACTS OF MANAGEMENT OF BOTH THE
MANAGEMENT BOARD AND THE SUPERVISORY
BOARD BE REFUSED.
21 SHAREHOLDER PROPOSAL - NOT TO ADOPT A Shareholder Against For
RESOLUTION ON THE PLANNED CHANGE TO
ARTICLE 19 II 3 OF THE ARTICLES OF
ASSOCIATION.
22 SHAREHOLDER PROPOSAL - APPROPRIATION OF Shareholder Against For
DISTRIBUTABLE PROFIT.
DEUTSCHE BANK AG
SECURITY D18190898 MEETING TYPE Annual
TICKER SYMBOL DB MEETING DATE 26-May-2009
ISIN DE0005140008 AGENDA 933093813 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
02 APPROPRIATION OF DISTRIBUTABLE PROFIT. Management For For
03 RATIFICATION OF THE ACTS OF MANAGEMENT Management For For
OF THE MANAGEMENT BOARD FOR THE 2008
FINANCIAL YEAR.
04 RATIFICATION OF THE ACTS OF MANAGEMENT Management For For
OF THE SUPERVISORY BOARD FOR THE 2008
FINANCIAL YEAR.
05 ELECTION OF AUDITOR FOR 2009 FINANCIAL Management For For
YEAR, INTERIM ACCOUNTS.
06 AUTHORIZATION TO ACQUIRE OWN SHARES FOR Management For For
TRADING PURPOSES.
07 AUTHORIZATION TO ACQUIRE OWN SHARES Management For For
PURSUANT TO SECTION 71 (1) NO. 8 STOCK
CORPORATION ACT.
08 AMENDMENT TO THE ARTICLES OF ASSOCIATION Management For For
RELATING TO THE REGISTRATION PERIOD FOR
THE GENERAL MEETING.
09 AMENDMENT TO SECTION 19 (2) SENTENCE 3 Management For For
OF THE ARTICLES OF ASSOCIATION TO ACCORD
WITH THE RULES OF THE ACT ON THE
IMPLEMENTATION OF THE SHAREHOLDER RIGHTS
DIRECTIVE.
10 CREATION OF NEW AUTHORIZED CAPITAL AND Management For For
AMENDMENT TO ARTICLES OF ASSOCIATION.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 43
The Gabelli Value Fund Inc.
11 CREATION OF NEW AUTHORIZED CAPITAL FOR Management For For
CAPITAL INCREASES IN CASH OR IN KIND AND
AMENDMENT TO THE ARTICLES OF ASSOCIATION.
12 CREATION OF NEW AUTHORIZED CAPITAL AND Management For For
AMENDMENT TO THE ARTICLES OF ASSOCIATION.
13 AUTHORIZATION TO ISSUE PARTICIPATORY Management For For
NOTES WITH WARRANTS AND/OR CONVERTIBLE
PARTICIPATORY NOTES, BONDS WITH WARRANTS
AND CONVERTIBLE BONDS, CREATION OF
CONDITIONAL CAPITAL AND AMENDMENT TO
ARTICLES OF ASSOCIATION.
14 SHAREHOLDER PROPOSAL: PROPOSAL THAT Shareholder Against For
RATIFICATION OF THE ACTS OF MANAGEMENT
OF THE MANAGEMENT BOARD BE REFUSED.
15 SHAREHOLDER PROPOSAL: RATIFICATION OF Shareholder Against For
THE ACTS OF MANAGEMENT OF THE MANAGEMENT
BOARD BE POSTPONED UNTIL ALL LIABILITY
PROCEEDINGS AGAINST DEUTSCHE BANK HAVE
BEEN CONCLUDED AND ALSO UNTIL A REFORM
OF THE COMPENSATION AND BONUS SYSTEM HAS
BEEN CARRIED OUT.
16 SHAREHOLDER PROPOSAL: THE ACTS OF THE Shareholder Against For
MANAGEMENT BOARD FOR THE 2008 FINANCIAL
YEAR ARE NOT RATIFIED.
17 SHAREHOLDER PROPOSAL: THE ACTS OF Shareholder Against For
MANAGEMENT OF THE SUPERVISORY BOARD FOR
THE 2008 FINANCIAL YEAR ARE NOT RATIFIED.
18 SHAREHOLDER PROPOSAL - RATIFICATION OF Shareholder Against For
THE ACTS OF MANAGEMENT OF THE MEMBERS OF
THE SUPERVISORY BOARD IS REFUSED.
19 SHAREHOLDER PROPOSAL - PROPOSE THAT NO Shareholder Against For
DISTRIBUTABLE PROFIT BE DISTRIBUTED AND
HENCE NO DIVIDENDS PAID.
20 SHAREHOLDER PROPOSAL - RATIFICATION OF Shareholder Against For
THE ACTS OF MANAGEMENT OF BOTH THE
MANAGEMENT BOARD AND THE SUPERVISORY
BOARD BE REFUSED.
21 SHAREHOLDER PROPOSAL - NOT TO ADOPT A Shareholder Against For
RESOLUTION ON THE PLANNED CHANGE TO
ARTICLE 19 II 3 OF THE ARTICLES OF
ASSOCIATION.
22 SHAREHOLDER PROPOSAL - APPROPRIATION OF Shareholder Against For
DISTRIBUTABLE PROFIT.
CHEVRON CORPORATION
SECURITY 166764100 MEETING TYPE Annual
TICKER SYMBOL CVX MEETING DATE 27-May-2009
ISIN US1667641005 AGENDA 933051067 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: S.H. ARMACOST Management For For
1B ELECTION OF DIRECTOR: L.F. DEILY Management For For
1C ELECTION OF DIRECTOR: R.E. DENHAM Management For For
1D ELECTION OF DIRECTOR: R.J. EATON Management For For
1E ELECTION OF DIRECTOR: E. HERNANDEZ Management For For
1F ELECTION OF DIRECTOR: F.G. JENIFER Management For For
1G ELECTION OF DIRECTOR: S. NUNN Management For For
1H ELECTION OF DIRECTOR: D.J. O'REILLY Management For For
1I ELECTION OF DIRECTOR: D.B. RICE Management For For
1J ELECTION OF DIRECTOR: K.W. SHARER Management For For
1K ELECTION OF DIRECTOR: C.R. SHOEMATE Management For For
1L ELECTION OF DIRECTOR: R.D. SUGAR Management For For
1M ELECTION OF DIRECTOR: C. WARE Management For For
1N ELECTION OF DIRECTOR: J.S. WATSON Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM
03 APPROVE THE MATERIAL TERMS OF Management For For
PERFORMANCE GOALS FOR PERFORMANCE-BASED
AWARDS UNDER THE CHEVRON INCENTIVE PLAN
04 APPROVE THE MATERIAL TERMS OF Management For For
PERFORMANCE GOALS FOR PERFORMANCE-BASED
AWARDS UNDER THE LONG-TERM INCENTIVE
PLAN OF CHEVRON CORPORATION
05 SPECIAL STOCKHOLDER MEETINGS Shareholder Against For
06 ADVISORY VOTE ON SUMMARY COMPENSATION Shareholder Against For
TABLE
07 GREENHOUSE GAS EMISSIONS Shareholder Against For
08 COUNTRY SELECTION GUIDELINES Shareholder Against For
09 HUMAN RIGHTS POLICY Shareholder Against For
10 HOST COUNTRY LAWS Shareholder Against For
INTERMEC, INC.
SECURITY 458786100 MEETING TYPE Annual
TICKER SYMBOL IN MEETING DATE 27-May-2009
ISIN US4587861000 AGENDA 933053530 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: PATRICK J. BYRNE Management For For
1B ELECTION OF DIRECTOR: ERIC J. DRAUT Management For For
1C ELECTION OF DIRECTOR: GREGORY K. HINCKLEY Management For For
1D ELECTION OF DIRECTOR: LYDIA H. KENNARD Management For For
1E ELECTION OF DIRECTOR: ALLEN J. LAUER Management For For
1F ELECTION OF DIRECTOR: STEPHEN P. REYNOLDS Management For For
1G ELECTION OF DIRECTOR: STEVEN B. SAMPLE Management For For
1H ELECTION OF DIRECTOR: OREN G. SHAFFER Management For For
1I ELECTION OF DIRECTOR: LARRY D. YOST Management For For
02 RATIFY SELECTION OF DELOITTE & TOUCHE Management For For
LLP AS INTERMEC, INC.'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 44
The Gabelli Value Fund Inc.
TIME WARNER INC.
SECURITY 887317303 MEETING TYPE Annual
TICKER SYMBOL TWX MEETING DATE 28-May-2009
ISIN US8873173038 AGENDA 933048224 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: HERBERT M. Management For For
ALLISON, JR.
1B ELECTION OF DIRECTOR: JAMES L. BARKSDALE Management For For
1C ELECTION OF DIRECTOR: JEFFREY L. BEWKES Management For For
1D ELECTION OF DIRECTOR: STEPHEN F. Management For For
BOLLENBACH
1E ELECTION OF DIRECTOR: FRANK J. CAUFIELD Management For For
1F ELECTION OF DIRECTOR: ROBERT C. CLARK Management For For
1G ELECTION OF DIRECTOR: MATHIAS DOPFNER Management For For
1H ELECTION OF DIRECTOR: JESSICA P. EINHORN Management For For
1I ELECTION OF DIRECTOR: MICHAEL A. MILES Management For For
1J ELECTION OF DIRECTOR: KENNETH J. NOVACK Management For For
1K ELECTION OF DIRECTOR: DEBORAH C. WRIGHT Management For For
02 RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT AUDITORS.
03 COMPANY PROPOSAL TO APPROVE THE TIME Management For For
WARNER INC. ANNUAL INCENTIVE PLAN FOR
EXECUTIVE OFFICERS.
04 STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
CUMULATIVE VOTING.
05 STOCKHOLDER PROPOSAL REGARDING SPECIAL Shareholder Against For
STOCKHOLDER MEETINGS.
06 STOCKHOLDER PROPOSAL REGARDING ADVISORY Shareholder Against For
RESOLUTION TO RATIFY COMPENSATION OF
NAMED EXECUTIVE OFFICERS.
COVIDIEN LTD.
SECURITY G2552X108 MEETING TYPE Special
TICKER SYMBOL COV MEETING DATE 28-May-2009
ISIN BMG2552X1083 AGENDA 933074851 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 APPROVAL OF THE SCHEME OF ARRANGEMENT Management For For
ATTACHED TO THE ACCOMPANYING PROXY
STATEMENT AS ANNEX A.
02 IF THE SCHEME OF ARRANGEMENT IS Management For For
APPROVED, AND IN CONNECTION WITH SCHEME
OF ARRANGEMENT AND REORGANIZATION,
APPROVAL OF CREATION OF DISTRIBUTABLE
RESERVES OF COVIDIEN PLC (THROUGH
REDUCTION OF SHARE PREMIUM ACCOUNT OF
COVIDIEN PLC) THAT WAS PREVIOUSLY
APPROVED BY COVIDIEN LTD. AND OTHER
CURRENT SHAREHOLDERS OF COVIDIEN PLC (AS
DESCRIBED IN THE ACCOMPANYING PROXY
STATEMENT).
03 APPROVAL OF THE MOTION TO ADJOURN THE Management For For
MEETING TO A LATER DATE TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT PROXIES TO APPROVE THE
SCHEME OF ARRANGEMENT AT THE TIME OF THE
MEETING.
ALCATEL-LUCENT
SECURITY 013904305 MEETING TYPE Annual
TICKER SYMBOL ALU MEETING DATE 29-May-2009
ISIN US0139043055 AGENDA 933069278 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
O1 APPROVAL OF THE FINANCIAL STATEMENTS FOR Management For For
FISCAL YEAR ENDED DECEMBER 31, 2008.
O2 APPROVAL OF THE CONSOLIDATED FINANCIAL Management For For
STATEMENTS FOR FISCAL YEAR ENDED
DECEMBER 31, 2008.
O3 RESULTS FOR FISCAL YEAR - APPROPRIATION. Management For For
O4 RATIFICATION OF THE APPOINTMENT OF Management For For
PHILIPPE CAMUS AS MEMBER OF THE BOARD OF
DIRECTORS.
O5 RATIFICATION OF THE APPOINTMENT OF BEN Management For For
VERWAAYEN AS MEMBER OF THE BOARD OF
DIRECTORS.
O6 RATIFICATION OF THE APPOINTMENT OF Management For For
STUART E. EIZENSTAT AS MEMBER OF THE
BOARD OF DIRECTORS.
O7 RATIFICATION OF THE APPOINTMENT OF LOUIS Management For For
R. HUGHES AS MEMBER OF THE BOARD OF
DIRECTORS.
O8 RATIFICATION OF THE APPOINTMENT OF JEAN Management For For
C. MONTY AS MEMBER OF THE BOARD OF
DIRECTORS.
O9 RATIFICATION OF THE APPOINTMENT OF Management For For
OLIVIER PIOU AS MEMBER OF THE BOARD OF
DIRECTORS.
O10 RENEWAL OF THE TERM OF OFFICE OF SYLVIA Management For For
JAY AS MEMBER OF THE BOARD OF DIRECTORS.
O11 RENEWAL OF THE TERM OF OFFICE OF Management For For
JEAN-CYRIL SPINETTA AS MEMBER OF THE
BOARD OF DIRECTORS.
O12 APPROVAL OF REGULATED AGREEMENT WHICH Management For For
REMAINED IN FORCE DURING THE FISCAL YEAR.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 45
The Gabelli Value Fund Inc.
O13 APPROVAL OF THE COMMITMENTS IN FAVOR OF Management For For
THE CHAIRMAN, ENTERED INTO ACCORDING TO
ARTICLE L. 225- 42-1 OF THE FRENCH
COMMERCIAL CODE WITH RESPECT TO THE
ALLOCATION OF RESTRICTED STOCK UNITS.
O14 APPROVAL OF THE COMMITMENTS IN FAVOR OF Management For For
THE CEO, ENTERED INTO ACCORDING TO
ARTICLE L. 225-42-1 OF THE FRENCH
COMMERCIAL CODE WITH RESPECT TO THE
ALLOCATION OF RESTRICTED STOCK UNITS AND
STOCK OPTIONS.
O15 APPROVAL OF THE COMMITMENTS IN FAVOR OF Management For For
THE CEO, ENTERED INTO ACCORDING TO
ARTICLE L. 225-42-1 OF THE FRENCH
COMMERCIAL CODE WITH RESPECT TO THE
PENSION BENEFITS.
O16 AUTHORIZATION TO BE GIVEN TO THE BOARD Management For For
OF DIRECTORS TO ALLOW THE COMPANY TO
PURCHASE AND SELL ITS OWN SHARES.
E17 AUTHORIZATION TO BE GIVEN TO THE BOARD Management For For
OF DIRECTORS TO REDUCE THE SHARE CAPITAL
OF THE COMPANY BY CANCELLATION OF THE
TREASURY SHARES.
E18 DELEGATION OF AUTHORITY TO BE GIVEN TO Management For For
THE BOARD OF DIRECTORS TO PROCEED WITH
THE ISSUE WITHOUT CANCELLATION OF
PREFERENTIAL SUBSCRIPTION RIGHTS OF
ORDINARY SHARES AND OF SECURITIES
CONFERRING AN IMMEDIATE OR FUTURE RIGHT
TO THE SHARE CAPITAL OF THE COMPANY OR
OF ITS AFFILIATES.
E19 DELEGATION OF AUTHORITY TO BE GIVEN TO Management For For
THE BOARD OF DIRECTORS TO PROCEED WITH
THE ISSUE WITH CANCELLATION OF
PREFERENTIAL SUBSCRIPTION RIGHTS, OF (I)
ORDINARY SHARES AND ANY SECURITIES
CONFERRING AN IMMEDIATE OR FUTURE RIGHT
TO THE SHARE CAPITAL OF THE COMPANY OR
OF ITS AFFILIATES, OR OF (II) COMPANY
ORDINARY SHARES WHICH CONFERS A RIGHT TO
THE ISSUANCE OF SECURITIES TO BE ISSUED
BY SUBSIDIARIES, INCLUDING FOR THE
PURPOSES OF REMUNERATING SECURITIES THAT
ARE TENDERED IN CONNECTION WITH AN
EXCHANGE OFFER.
E20 DELEGATION OF AUTHORITY TO BE GIVEN TO Management For For
THE BOARD OF DIRECTORS TO CARRY OUT A
SHARE CAPITAL INCREASE TO REMUNERATE
CONTRIBUTIONS IN KIND OF CAPITAL STOCK
OR MARKETABLE SECURITIES GIVING ACCESS
TO THE CAPITAL OF THIRD-PARTY COMPANIES.
E21 AGGREGATE LIMIT TO THE AMOUNT OF Management For For
ISSUANCES CARRIED OUT BY VIRTUE OF THE
18TH, 19TH, AND 20TH RESOLUTIONS.
E22 DELEGATION OF AUTHORITY TO BE GIVEN TO Management For For
THE BOARD OF DIRECTORS TO INCREASE THE
SHARE CAPITAL OF THE COMPANY BY
INCORPORATION OF RESERVES, PROFITS OR
PREMIUMS.
E23 DELEGATION OF AUTHORITY TO BE GIVEN TO Management For For
THE BOARD OF DIRECTORS TO DECIDE ON THE
DISPOSAL OR INCREASE OF SHARE CAPITAL BY
THE ISSUANCE OF SHARES RESERVED TO THE
PARTICIPANTS IN A COMPANY SAVINGS PLAN.
E24 POWERS. Management For For
E25 AMENDMENTS OR NEW RESOLUTIONS PROPOSED Management For For
AT THE MEETING. (IF YOU CAST YOUR VOTE
IN FAVOR OF RESOLUTION 25, YOU ARE
GIVING DISCRETION TO THE CHAIRMAN OF THE
MEETING TO VOTE FOR OR AGAINST ANY
AMENDMENTS OR NEW RESOLUTIONS THAT MAY
BE PROPOSED).
CHEMED CORPORATION
SECURITY 16359R103 MEETING TYPE Contested-Annual
TICKER SYMBOL CHE MEETING DATE 29-May-2009
ISIN US16359R1032 AGENDA 933070017 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1 DIRECTOR Management
1 KEVIN J. MCNAMARA For For
2 JOEL F. GEMUNDER For For
3 PATRICK P. GRACE For For
4 THOMAS C. HUTTON For For
5 WALTER L. KREBS For For
6 ANDREA R. LINDELL For For
7 ERNEST J. MROZEK For For
8 THOMAS P. RICE For For
9 DONALD E. SAUNDERS For For
10 GEORGE J. WALSH III For For
11 FRANK E. WOOD For For
2 RATIFICATION OF AUDIT COMMITTEE'S Management For For
SELECTION OF PRICEWATERHOUSECOOPERS LLP
AS INDEPENDENT ACCOUNTANTS FOR 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 46
The Gabelli Value Fund Inc.
THE DIRECTV GROUP, INC.
SECURITY 25459L106 MEETING TYPE Annual
TICKER SYMBOL DTV MEETING DATE 02-Jun-2009
ISIN US25459L1061 AGENDA 933062123 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 CHASE CAREY For For
2 MARK CARLETON For For
3 PETER LUND For For
4 HAIM SABAN For For
02 RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT PUBLIC ACCOUNTANTS.
03 ADOPTION OF PRINCIPLES FOR HEALTHCARE Shareholder Against For
REFORM.
04 ADOPTION OF THE DECLASSIFICATION OF THE Shareholder Against For
BOARD OF DIRECTORS.
TIME WARNER CABLE INC
SECURITY 88732J207 MEETING TYPE Annual
TICKER SYMBOL TWC MEETING DATE 03-Jun-2009
ISIN US88732J2078 AGENDA 933058415 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1A ELECTION OF DIRECTOR: CAROLE BLACK Management For For
1B ELECTION OF DIRECTOR: GLENN A. BRITT Management For For
1C ELECTION OF DIRECTOR: THOMAS H. CASTRO Management For For
1D ELECTION OF DIRECTOR: DAVID C. CHANG Management For For
1E ELECTION OF DIRECTOR: JAMES E. COPELAND, Management For For
JR.
1F ELECTION OF DIRECTOR: PETER R. HAJE Management For For
1G ELECTION OF DIRECTOR: DONNA A. JAMES Management For For
1H ELECTION OF DIRECTOR: DON LOGAN Management For For
1I ELECTION OF DIRECTOR: N.J. NICHOLAS, JR. Management For For
1J ELECTION OF DIRECTOR: WAYNE H. PACE Management For For
1K ELECTION OF DIRECTOR: EDWARD D. SHIRLEY Management For For
1L ELECTION OF DIRECTOR: JOHN E. SUNUNU Management For For
2 RATIFICATION OF AUDITORS Management For For
VIACOM INC.
SECURITY 92553P102 MEETING TYPE Annual
TICKER SYMBOL VIA MEETING DATE 04-Jun-2009
ISIN US92553P1021 AGENDA 933064317 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 GEORGE S. ABRAMS For For
2 PHILIPPE P. DAUMAN For For
3 THOMAS E. DOOLEY For For
4 ALAN C. GREENBERG For For
5 ROBERT K. KRAFT For For
6 BLYTHE J. MCGARVIE For For
7 CHARLES E. PHILLIPS,JR. For For
8 SHARI REDSTONE For For
9 SUMNER M. REDSTONE For For
10 FREDERIC V. SALERNO For For
11 WILLIAM SCHWARTZ For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP TO SERVE AS
INDEPENDENT AUDITOR FOR VIACOM INC. FOR
2009.
FLOWERS FOODS, INC.
SECURITY 343498101 MEETING TYPE Annual
TICKER SYMBOL FLO MEETING DATE 05-Jun-2009
ISIN US3434981011 AGENDA 933067147 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 JOE E. BEVERLY For For
2 AMOS R. MCMULLIAN For For
3 J.V. SHIELDS, JR. For For
02 TO APPROVE THE 2001 EQUITY AND Management Against Against
PERFORMANCE INCENTIVE PLAN, AS AMENDED
AND RESTATED AS OF APRIL 1, 2009.
03 TO APPROVE THE ANNUAL EXECUTIVE BONUS Management For For
PLAN.
04 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FLOWERS FOODS, INC. FOR THE
2009 FISCAL YEAR.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 47
The Gabelli Value Fund Inc.
CBS CORPORATION
SECURITY 124857103 MEETING TYPE Annual
TICKER SYMBOL CBSA MEETING DATE 09-Jun-2009
ISIN US1248571036 AGENDA 933071285 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 DAVID R. ANDELMAN For For
2 JOSEPH A. CALIFANO, JR. For For
3 WILLIAM S. COHEN For For
4 GARY L. COUNTRYMAN For For
5 CHARLES K. GIFFORD For For
6 LEONARD GOLDBERG For For
7 BRUCE S. GORDON For For
8 LINDA M. GRIEGO For For
9 ARNOLD KOPELSON For For
10 LESLIE MOONVES For For
11 DOUG MORRIS For For
12 SHARI REDSTONE For For
13 SUMNER M. REDSTONE For For
14 FREDERIC V. SALERNO For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP TO SERVE AS
THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
2009.
03 A PROPOSAL TO APPROVE THE COMPANY'S 2009 Management For For
LONG- TERM INCENTIVE PLAN.
04 A PROPOSAL TO APPROVE AMENDMENTS TO THE Management For For
COMPANY'S 2000 STOCK OPTION PLAN FOR
OUTSIDE DIRECTORS.
05 A PROPOSAL TO APPROVE AMENDMENTS TO THE Management For For
COMPANY'S 2005 RSU PLAN FOR OUTSIDE
DIRECTORS.
06 A STOCKHOLDER PROPOSAL. Shareholder Against For
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 Management For For
RATIFICATION OF THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3 TO CONSIDER AND ACT UPON A STOCKHOLDER Shareholder Against For
PROPOSAL REGARDING SUSTAINABILITY REPORT.
INTERVAL LEISURE GROUP INC
SECURITY 46113M108 MEETING TYPE Annual
TICKER SYMBOL IILG MEETING DATE 10-Jun-2009
ISIN US46113M1080 AGENDA 933074041 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1 DIRECTOR Management
1 CRAIG M. NASH For For
2 GREGORY R. BLATT For For
3 DAVID FLOWERS For For
4 GARY S. HOWARD For For
5 LEWIS J. KORMAN For For
6 THOMAS J. KUHN For For
7 THOMAS J. MCINERNEY For For
8 THOMAS P. MURPHY, JR. For For
9 AVY H. STEIN For For
2 TO RATIFY THE SELECTION OF ERNST & YOUNG Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR INTERVAL LEISURE
GROUP FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009.
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 & Management For For
YOUNG LLP AS INDEPENDENT AUDITOR.
3 APPROVAL OF THE PROPOSED 2009 ANNUAL Management For For
INCENTIVE PLAN.
4 STOCKHOLDER PROPOSAL REGARDING THE Shareholder Against For
SELECTION OF A CANDIDATE WITH
ENVIRONMENTAL EXPERTISE TO BE
RECOMMENDED FOR ELECTION TO THE
COMPANY'S BOARD OF DIRECTORS.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 48
The Gabelli Value Fund Inc.
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 Management For For
2008 INCENTIVE PLAN.
03 RATIFY SELECTION OF KPMG LLP AS OUR Management For For
INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009.
IAC/INTERACTIVECORP
SECURITY 44919P508 MEETING TYPE Annual
TICKER SYMBOL IACI MEETING DATE 15-Jun-2009
ISIN US44919P5089 AGENDA 933097621 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 EDGAR BRONFMAN, JR. For For
2 BARRY DILLER For For
3 VICTOR A. KAUFMAN For For
4 DONALD R. KEOUGH* For For
5 BRYAN LOURD* For For
6 JOHN C. MALONE For For
7 ARTHUR C. MARTINEZ For For
8 DAVID ROSENBLATT For For
9 ALAN G. SPOON* For For
10 A. VON FURSTENBERG For For
11 MICHAEL P. ZEISSER For For
02 TO APPROVE THE MATCH EQUITY PROPOSAL. Management For For
03 TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS IAC'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE 2009 FISCAL YEAR.
LIBERTY GLOBAL, INC.
SECURITY 530555101 MEETING TYPE Annual
TICKER SYMBOL LBTYA MEETING DATE 17-Jun-2009
ISIN US5305551013 AGENDA 933076893 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 JOHN P. COLE, JR. For For
2 RICHARD R. GREEN For For
3 DAVID E. RAPLEY For For
02 RATIFICATION OF THE SELECTION OF KPMG Management For For
LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE YEAR ENDING DECEMBER
31, 2009.
03 STOCKHOLDER PROPOSAL ON BOARD DIVERSITY. Shareholder Against For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 49
The Gabelli Value Fund Inc.
TYCO ELECTRONICS LTD.
SECURITY G9144P105 MEETING TYPE Special
TICKER SYMBOL TEL MEETING DATE 22-Jun-2009
ISIN BMG9144P1059 AGENDA 933089268 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 TO APPROVE A RESOLUTION APPROVING TYCO Management For For
ELECTRONICS LTD.'S DISCONTINUANCE FROM
BERMUDA AND CONTINUANCE AS A SWISS
CORPORATION. SEE PAGE 41 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
02 TO APPROVE A RESOLUTION AMENDING OUR Management For For
BYE-LAWS TO ELIMINATE CERTAIN
SUPERMAJORITY VOTE REQUIREMENTS. SEE
PAGE 43 OF PROXY STATEMENT/PROSPECTUS
FOR FULL TEXT OF RESOLUTION.
03 TO APPROVE A RESOLUTION AUTHORIZING Management For For
SEVERAL STEPS, INCLUDING AN AMENDMENT TO
OUR BYE-LAWS, THAT WILL HAVE THE EFFECT
OF INCREASING OUR REGISTERED SHARE
CAPITAL. SEE PAGES 45-46 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
04 TO APPROVE A DISTRIBUTION TO Management For For
SHAREHOLDERS. SEE PAGES 47-48 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
05 TO CONFIRM SWISS LAW AS OUR Management For For
AUTHORITATIVE GOVERNING LEGISLATION. SEE
PAGE 49 OF PROXY STATEMENT/PROSPECTUS
FOR FULL TEXT OF RESOLUTION.
06 TO APPROVE OUR CORPORATE NAME AS TYCO Management For For
ELECTRONICS LTD. SEE PAGE 50 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
07 TO CHANGE OUR CORPORATE PURPOSE. SEE Management For For
PAGE 51 OF PROXY STATEMENT/PROSPECTUS
FOR FULL TEXT OF RESOLUTION.
08 TO APPROVE OUR SWISS ARTICLES OF Management For For
ASSOCIATION. SEE PAGE 52 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
09 TO CONFIRM OUR PRINCIPAL PLACE OF Management For For
BUSINESS AS SCHAFFHAUSEN, SWITZERLAND.
SEE PAGE 53 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
10 TO APPOINT PRICEWATERHOUSECOOPERS AG, Management For For
ZURICH AS SPECIAL AUDITOR UNTIL OUR NEXT
ANNUAL GENERAL MEETING. SEE PAGE 54 OF
PROXY STATEMENT/PROSPECTUS FOR FULL TEXT
OF RESOLUTION.
11 TO APPOINT DELOITTE AG AS OUR SWISS Management For For
REGISTERED AUDITOR UNTIL OUR NEXT ANNUAL
GENERAL MEETING. SEE PAGE 55 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
12 TO APPROVE ADDITIONAL PROVISIONS OF OUR Management Against Against
SWISS ARTICLES OF ASSOCIATION LIMITING
THE NUMBER OF SHARES THAT MAY BE
REGISTERED AND/OR VOTED BY A SINGLE
SHAREHOLDER OR GROUP. SEE PAGES 58-59 OF
PROXY STATEMENT/PROSPECTUS FOR FULL TEXT
OF RESOLUTION.
13 TO APPROVE ADDITIONAL PROVISIONS OF OUR Management Against Against
SWISS ARTICLES OF ASSOCIATION REQUIRING
A SUPERMAJORITY VOTE TO AMEND THE
0ROVISIONS REFERRED TO IN PROPOSAL 12
AND CERTAIN OTHER PROVISIONS OF OUR
SWISS ARTICLES. SEE PAGES 60-61 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
14 TO APPROVE ANY ADJOURNMENTS OR Management For For
POSTPONEMENTS OF THE MEETING. SEE PAGE
62 OF PROXY STATEMENT/PROSPECTUS FOR
FULL TEXT OF RESOLUTION.
TYCO ELECTRONICS LTD.
SECURITY G9144P105 MEETING TYPE Annual
TICKER SYMBOL TEL MEETING DATE 22-Jun-2009
ISIN BMG9144P1059 AGENDA 933089725 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 PIERRE R. BRONDEAU For For
2 RAM CHARAN For For
3 JUERGEN W. GROMER For For
4 ROBERT M. HERNANDEZ For For
5 THOMAS J. LYNCH For For
6 DANIEL J. PHELAN For For
7 FREDERIC M. POSES For For
8 LAWRENCE S. SMITH For For
9 PAULA A. SNEED For For
10 DAVID P. STEINER For For
11 JOHN C. VAN SCOTER For For
02 APPROVAL OF THE TYCO ELECTRONICS LTD. Management For For
2007 STOCK AND INCENTIVE PLAN (AS
AMENDED AND RESTATED).
03 APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
TYCO ELECTRONICS' INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM (INDEPENDENT
AUDITOR) AND AUTHORIZATION OF THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS TO
SET THE INDEPENDENT AUDITOR'S
REMUNERATION.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 50
The Gabelli Value Fund Inc.
GRAY TELEVISION INC
SECURITY 389375106 MEETING TYPE Annual
TICKER SYMBOL GTN MEETING DATE 24-Jun-2009
ISIN US3893751061 AGENDA 933073998 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
01 DIRECTOR Management
1 RICHARD L. BOGER For For
2 RAY M. DEAVER For For
3 T.L. ELDER For For
4 HILTON H. HOWELL, JR. For For
5 WILLIAM E. MAYHER, III For For
6 ZELL B. MILLER For For
7 HOWELL W. NEWTON For For
8 HUGH E. NORTON For For
9 ROBERT S. PRATHER, JR. For For
10 HARRIETT J. ROBINSON For For
11 J. MACK ROBINSON For For
02 A PROPOSAL TO APPROVE AN AMENDMENT TO Management For For
THE GRAY TELEVISION, INC. EMPLOYEE STOCK
PURCHASE PLAN TO INCREASE THE NUMBER OF
SHARES RESERVED FOR ISSUANCE THEREUNDER
BY 600,000.
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, Management For For
JR.
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 Management For For
WILDEROTTER
1K ELECTION OF DIRECTOR: GARY L. WILSON Management For For
1L ELECTION OF DIRECTOR: JERRY YANG Management For For
02 AMENDMENTS TO THE COMPANY'S AMENDED AND Management Against Against
RESTATED 1995 STOCK PLAN.
03 AMENDMENTS TO THE COMPANY'S AMENDED AND Management For For
RESTATED 1996 EMPLOYEE STOCK PURCHASE
PLAN.
04 RATIFICATION OF THE APPOINTMENT OF Management For For
INDEPENDENT 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 Management For For
SANTO
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 Management For For
AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS
3 TO CONSIDER AND VOTE ON A STOCKHOLDER Shareholder Against For
PROPOSAL REGARDING DRUGSTORE TOBACCO
SALES AS DESCRIBED IN THE ATTACHED PROXY
STATEMENT
4 TO CONSIDER AND VOTE ON A STOCKHOLDER Shareholder Against For
PROPOSAL 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 Management For For
OF THE "ENTERTAINMENT GROUP" TO THE
"STARZ GROUP" AND THE "LIBERTY
ENTERTAINMENT COMMON STOCK" TO THE
"LIBERTY STARZ COMMON STOCK" AND MAKING
OTHER CONFORMING CHANGES.
3 AUTHORIZE REVERSE STOCK SPLIT OF THE Management For For
OUTSTANDING SHARES OF SERIES A AND
SERIES B LIBERTY CAPITAL COMMON STOCK AT
A RATIO OF 1-FOR-3, AND AUTHORIZE A
REVERSE STOCK SPLIT OF THE OUTSTANDING
SHARES OF SERIES A AND SERIES B LIBERTY
INTERACTIVE COMMON STOCK AT A RATIO OF
1-FOR-5.
4 RATIFY THE SELECTION OF KPMG LLP AS Management For For
LIBERTY MEDIA CORPORATION'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 51
The Gabelli Value Fund Inc.
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 Management For For
OF THE "ENTERTAINMENT GROUP" TO THE
"STARZ GROUP" AND THE "LIBERTY
ENTERTAINMENT COMMON STOCK" TO THE
"LIBERTY STARZ COMMON STOCK" AND MAKING
OTHER CONFORMING CHANGES.
3 AUTHORIZE REVERSE STOCK SPLIT OF THE Management For For
OUTSTANDING SHARES OF SERIES A AND
SERIES B LIBERTY CAPITAL COMMON STOCK AT
A RATIO OF 1-FOR-3, AND AUTHORIZE A
REVERSE STOCK SPLIT OF THE OUTSTANDING
SHARES OF SERIES A AND SERIES B LIBERTY
INTERACTIVE COMMON STOCK AT A RATIO OF
1-FOR-5.
4 RATIFY THE SELECTION OF KPMG LLP AS Management For For
LIBERTY MEDIA CORPORATION'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009.
LIBERTY MEDIA CORPORATION
SECURITY 53071M104 MEETING TYPE Annual
TICKER SYMBOL LINTA MEETING DATE 25-Jun-2009
ISIN US53071M1045 AGENDA 933091744 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- ------------------------------------------ ----------- ---------- -----------
1 DIRECTOR Management
1 MR. DONNE F. FISHER For For
2 MR. GREGORY B. MAFFEI For For
3 MR. M. LAVOY ROBISON For For
2 APPROVE CHARTER AMENDMENT CHANGING NAME Management For For
OF THE "ENTERTAINMENT GROUP" TO THE
"STARZ GROUP" AND THE "LIBERTY
ENTERTAINMENT COMMON STOCK" TO THE
"LIBERTY STARZ COMMON STOCK" AND MAKING
OTHER CONFORMING CHANGES.
3 AUTHORIZE REVERSE STOCK SPLIT OF THE Management For For
OUTSTANDING SHARES OF SERIES A AND
SERIES B LIBERTY CAPITAL COMMON STOCK AT
A RATIO OF 1-FOR-3, AND AUTHORIZE A
REVERSE STOCK SPLIT OF THE OUTSTANDING
SHARES OF SERIES A AND SERIES B LIBERTY
INTERACTIVE COMMON STOCK AT A RATIO OF
1-FOR-5.
4 RATIFY THE SELECTION OF KPMG LLP AS Management For For
LIBERTY MEDIA CORPORATION'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant The Gabelli Value Fund Inc.
By (Signature and Title)* /s/ Bruce N. Alpert
--------------------------------
Bruce N. Alpert,
Principal Executive Officer
Date August 18, 2009
* Print the name and title of each signing officer under his or her
signature.