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 811-22041
The 787 Fund, Inc.
(Exact name of registrant as specified in charter)
Once 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: October 31
Date of reporting period: July 1, 2008 - June 30, 2009
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (Sections 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC
20549. The OMB has reviewed this collection of information under the clearance
requirements of 44 U.S.C. Section 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2008 TO JUNE 30, 2009
INVESTMENT COMPANY REPORT
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 1
Gabelli Enterprise Mergers and Acquisitions Fund
MILLICOM INTERNATIONAL CELLULAR S.A.
SECURITY L6388F110 MEETING TYPE Annual
TICKER SYMBOL MICC MEETING DATE 07-Jul-2008
ISIN LU0038705702 AGENDA 932907073 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
A1 ELECTION OF CHAIRMAN. Management For
A2 TO RECEIVE THE DIRECTORS' REPORT (RAPPORT Management For
DE GESTION) AND THE REPORT OF THE
EXTERNAL AUDITOR OF THE CONSOLIDATED AND
PARENT COMPANY (MILLICOM) ACCOUNTS AT 31
DECEMBER 2007.
A3 APPROVAL OF THE CONSOLIDATED ACCOUNTS Management For
PARENT COMPANY (MILLICOM) ACCOUNTS FOR
THE YEAR ENDED 31 DECEMBER 2007.
A4 ALLOCATION OF THE RESULTS OF THE YEAR Management For
ENDED DECEMBER 31 2007.
A5 DISCHARGE OF THE BOARD OF DIRECTORS IN Management For
RESPECT OF THE YEAR ENDED DECEMBER 31
2007.
A6 ELECTION OF THE BOARD OF DIRECTORS, Management For
INCLUDING TWO NEW DIRECTORS.
A7 ELECTION OF THE EXTERNAL AUDITORS. Management For
A8 APPROVAL OF DIRECTORS' FEES. Management For
A9 APPROVAL OF (A) PROPOSED SHARE BUY-BACK Management For
PROGRAM, (B) BOARD OF DIRECTORS' DECISION
TO DELEGATE AUTHORITY TO IMPLEMENT SHARE
BUY-BACK JOINTLY TO CEO AND CHAIRMAN, AND
(C) VARIOUS USES OF MILLICOM SHARES
REPURCHASED IN THE SHARE BUY- BACK
PROGRAM.
A10 MISCELLANEOUS. Management For
EI APPROVAL OF AMENDMENTS TO ARTICLE 21 Management For
("PROCEDURE, VOTE") OF THE ARTICLES OF
ASSOCIATION.
EII MISCELLANEOUS. Management For
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.
EMMIS COMMUNICATIONS CORPORATION
SECURITY 291525103 MEETING TYPE Annual
TICKER SYMBOL EMMS MEETING DATE 15-Jul-2008
ISIN US2915251035 AGENDA 932927582 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 RICHARD A. LEVENTHAL For For
2 PETER A. LUND* For For
3 LAWRENCE B. SORREL For For
02 PROPOSAL TO RATIFY THE SELECTION OF ERNST Management For For
& YOUNG LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS.
THE E.W. SCRIPPS COMPANY
SECURITY 811054204 MEETING TYPE Special
TICKER SYMBOL SSP MEETING DATE 15-Jul-2008
ISIN US8110542045 AGENDA 932928611 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 TO APPROVE THE AMENDMENT TO THE COMPANY'S Management For For
AMENDED AND RESTATED ARTICLES OF
INCORPORATION TO EFFECT THE 1-FOR-3
REVERSE SHARE SPLIT AND CORRESPONDING
REDUCTION IN STATED CAPITAL.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 2
Gabelli Enterprise Mergers and Acquisitions Fund
PARK ELECTROCHEMICAL CORP.
SECURITY 700416209 MEETING TYPE Annual
TICKER SYMBOL PKE MEETING DATE 16-Jul-2008
ISIN US7004162092 AGENDA 932930185 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 DALE BLANCHFIELD For For
2 LLOYD FRANK For For
3 BRIAN E. SHORE For For
4 STEVEN T. WARSHAW For For
02 APPROVAL OF AMENDMENT TO 2002 STOCK Management Against Against
OPTION PLAN TO INCREASE THE AGGREGATE
NUMBER OF SHARES OF COMMON STOCK
AUTHORIZED FOR ISSUANCE UNDER SUCH PLAN
BY 900,000 SHARES AND TO EXTEND THE TERM
OF SUCH PLAN TO MAY 21, 2018.
03 RATIFICATION OF APPOINTMENT OF GRANT Management For For
THORNTON LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING MARCH 1, 2009.
MODINE MANUFACTURING COMPANY
SECURITY 607828100 MEETING TYPE Annual
TICKER SYMBOL MOD MEETING DATE 17-Jul-2008
ISIN US6078281002 AGENDA 932927114 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 FRANK P. INCROPERA For For
2 VINCENT L. MARTIN For For
3 BRADLEY C. RICHARDSON For For
4 MARSHA C. WILLIAMS For For
02 APPROVE THE MODINE MANUFACTURING COMPANY Management Against Against
2008 INCENTIVE COMPENSATION PLAN.
03 RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
04 ACT UPON A SHAREHOLDER PROPOSAL Management For Against
REQUESTING ADOPTION OF A MAJORITY VOTING
STANDARD FOR THE ELECTION OF DIRECTORS.
THE GREAT ATLANTIC & PACIFIC TEA CO INC.
SECURITY 390064103 MEETING TYPE Annual
TICKER SYMBOL GAP MEETING DATE 17-Jul-2008
ISIN US3900641032 AGENDA 932928039 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 J.D. BARLINE For For
2 J.J. BOECKEL For For
3 B. GAUNT For For
4 A. GULDIN For For
5 C.W.E. HAUB For For
6 D. KOURKOUMELIS For For
7 E. LEWIS For For
8 G. MAYS For For
9 M.B. TART-BEZER For For
CLEAR CHANNEL COMMUNICATIONS, INC.
SECURITY 184502102 MEETING TYPE Special
TICKER SYMBOL CCU MEETING DATE 24-Jul-2008
ISIN US1845021021 AGENDA 932932254 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 APPROVE THE ADOPTION OF THE AGREEMENT AND Management For For
PLAN OF MERGER, DATED NOVEMBER 16, 2006,
BY AND AMONG CLEAR CHANNEL
COMMUNICATIONS, INC., BT TRIPLE CROWN
MERGER CO., INC., B TRIPLE CROWN FINCO,
LLC, AND T TRIPLE CROWN FINCO, LLC, ALL
AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
02 APPROVAL OF THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING, IF
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THEIR ARE
INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE AND ADOPT THE
AMENDED AGREEMENT AND PLAN OF MERGER.
03 IN THE DISCRETION OF THE PROXY HOLDERS, Management For For
ON ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE SPECIAL MEETING.
RTI BIOLOGICS INC
SECURITY 74975N105 MEETING TYPE Annual
TICKER SYMBOL RTIX MEETING DATE 29-Jul-2008
ISIN US74975N1054 AGENDA 932931668 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 PETER F. GEAREN For For
2 MICHAEL J. ODRICH For For
3 ADRIAN J.R. SMITH For For
4 UDO HENSELER For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 3
Gabelli Enterprise Mergers and Acquisitions Fund
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.
ANGELICA CORPORATION
SECURITY 034663104 MEETING TYPE Special
TICKER SYMBOL AGL MEETING DATE 29-Jul-2008
ISIN US0346631049 AGENDA 932934258 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 APPROVAL OF THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MAY 22, 2008, BY AND
AMONG ANGELICA CORPORATION, CLOTHESLINE
HOLDINGS, INC. AND CLOTHESLINE
ACQUISITION CORPORATION.
02 APPROVAL OF THE GRANT TO THE PROXYHOLDERS Management For For
OF THE AUTHORITY TO VOTE IN THEIR
DISCRETION TO ADJOURN THE SPECIAL MEETING
TO A LATER DATE TO SOLICIT ADDITIONAL
PROXIES.
ELECTRONIC DATA SYSTEMS CORPORATION
SECURITY 285661104 MEETING TYPE Special
TICKER SYMBOL EDS MEETING DATE 31-Jul-2008
ISIN US2856611049 AGENDA 932932521 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF MAY 13, 2008,
AMONG ELECTRONIC DATA SYSTEMS
CORPORATION, HEWLETT-PACKARD COMPANY AND
HAWK MERGER CORPORATION, AS IT MAY BE
AMENDED FROM TIME TO TIME.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING TO A
LATER DATE OR TIME, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IN THE EVENT THERE ARE
INSUFFICIENT VOTES AT THE TIME OF SUCH
ADJOURNMENT OR POSTPONEMENT TO ADOPT THE
AGREEMENT AND PLAN OF MERGER.
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.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 4
Gabelli Enterprise Mergers and Acquisitions Fund
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.
TUMBLEWEED COMMUNICATIONS CORP.
SECURITY 899690101 MEETING TYPE Special
TICKER SYMBOL TMWD MEETING DATE 08-Aug-2008
ISIN US8996901018 AGENDA 932934208 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 TO APPROVE AND ADOPT THE AGREEMENT AND Management For For
PLAN OF MERGER DATED JUNE 5, 2008, BY AND
AMONG TUMBLEWEED COMMUNICATIONS CORP.,
AXWAY INC. AND TORNADO ACQUISITION CORP.,
AS IT MAY BE AMENDED FROM TIME TO TIME
02 TO ADJOURN OR POSTPONE THE SPECIAL Management For For
MEETING TO A LATER DATE, IF NECESSARY, TO
PERMIT THE FURTHER SOLICITATION OF
PROXIES IN THE EVENT THAT THERE ARE NOT
SUFFICIENT VOTES TO APPROVE AND ADOPT
PROPOSAL 1
SPARTAN STORES, INC.
SECURITY 846822104 MEETING TYPE Annual
TICKER SYMBOL SPTN MEETING DATE 13-Aug-2008
ISIN US8468221044 AGENDA 932931935 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 ELIZABETH A. NICKELS For For
2 KENNETH T. STEVENS For For
3 JAMES F. WRIGHT For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS INDEPENDENT
AUDITORS FOR THE CURRENT FISCAL YEAR.
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.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 5
Gabelli Enterprise Mergers and Acquisitions Fund
SKYLINE CORPORATION
SECURITY 830830105 MEETING TYPE Annual
TICKER SYMBOL SKY MEETING DATE 18-Sep-2008
ISIN US8308301055 AGENDA 932946001 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 ARTHUR J. DECIO For For
2 THOMAS G. DERANEK For For
3 JOHN C. FIRTH For For
4 JERRY HAMMES For For
5 RONALD F. KLOSKA For For
6 WILLIAM H. LAWSON For For
7 DAVID T. LINK For For
8 ANDREW J. MCKENNA For For
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.
CENTENNIAL COMMUNICATIONS CORP.
SECURITY 15133V208 MEETING TYPE Annual
TICKER SYMBOL CYCL MEETING DATE 25-Sep-2008
ISIN US15133V2088 AGENDA 932946784 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 DARREN C. BATTISTONI For For
2 MICHAEL R. COLTRANE For For
3 ANTHONY J. DE NICOLA For For
4 THOMAS E. MCINERNEY For For
5 JOHN J. MUELLER For For
6 JAMES P. PELLOW For For
7 RAYMOND A. RANELLI For For
8 SCOTT N. SCHNEIDER For For
9 MICHAEL J. SMALL For For
10 PAUL H. SUNU For For
11 J. STEPHEN VANDERWOUDE For For
02 PROPOSAL TO APPROVE THE COMPANY'S 2008 Management Against Against
STOCK OPTION AND RESTRICTED STOCK
PURCHASE PLAN.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS INDEPENDENT
AUDITORS FOR THE COMPANY FOR THE FISCAL
YEAR ENDING MAY 31, 2009.
HILB ROGAL & HOBBS COMPANY
SECURITY 431294107 MEETING TYPE Special
TICKER SYMBOL HRH MEETING DATE 29-Sep-2008
ISIN US4312941077 AGENDA 932950911 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 CONSIDER AND VOTE UPON A PROPOSAL TO Management For For
APPROVE AND ADOPT THE AGREEMENT AND PLAN
OF MERGER, DATED AS OF JUNE 7, 2008, BY
AND AMONG WILLIS GROUP HOLDINGS LIMITED,
HERMES ACQUISITION CORP. ("MERGER SUB")
AND HILB ROGAL & HOBBS COMPANY ("HRH"),
AS THE SAME MAY BE AMENDED FROM TIME TO
TIME, PURSUANT TO WHICH HRH WILL MERGE
WITH AND INTO MERGER SUB.
02 TO CONSIDER AND VOTE UPON THE ADJOURNMENT Management For For
OR POSTPONEMENT OF THE SPECIAL MEETING OF
HRH SHAREHOLDERS, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 6
Gabelli Enterprise Mergers and Acquisitions Fund
FORDING CANADIAN COAL TRUST
SECURITY 345425102 MEETING TYPE Special
TICKER SYMBOL FDG MEETING DATE 30-Sep-2008
ISIN CA3454251024 AGENDA 932953006 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 THE SPECIAL RESOLUTION, SUBSTANTIALLY IN Management For For
THE FORM OF THE ARRANGEMENT RESOLUTION
SET FORTH IN APPENDIX A TO THE CIRCULAR,
APPROVING, AMONG OTHER THINGS, THE
ARRANGEMENT UNDER SECTION 193 OF THE
BUSINESS CORPORATIONS ACT (ALBERTA)
INVOLVING, AMONG OTHER THINGS, THE
ACQUISITION BY TECK COMINCO LIMITED OF
ALL OF THE ASSETS AND ASSUMPTION OF ALL
OF THE LIABILITIES OF FORDING, ALL AS
MORE FULLY SET FORTH IN THE CIRCULAR.
APRIA HEALTHCARE GROUP INC.
SECURITY 037933108 MEETING TYPE Special
TICKER SYMBOL AHG MEETING DATE 10-Oct-2008
ISIN US0379331087 AGENDA 932957155 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 APPROVE & ADOPT AGREEMENT & PLAN OF Management For For
MERGER BY AND AMONG APRIA, SKY
ACQUISITION LLC, A DELAWARE LIMITED
LIABILITY COMPANY ("BUYER") AND SKY
MERGER SUB CORPORATION, A DELAWARE
CORPORATION ("MERGER SUB"), PURSUANT TO
WHICH MERGER SUB WILL BE MERGED WITH &
INTO APRIA, AND APRIA WILL CONTINUE AS
SURVIVING CORPORATION AND BECOME A
WHOLLY-OWNED SUBSIDIARY OF BUYER.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING, Management For For
IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE AND ADOPT THE
FIRST PROPOSAL DESCRIBED ABOVE.
TERCICA, INC.
SECURITY 88078L105 MEETING TYPE Special
TICKER SYMBOL TRCA MEETING DATE 16-Oct-2008
ISIN US88078L1052 AGENDA 932958018 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JUNE 4, 2008 (THE
"MERGER AGREEMENT"), BY AMONG TERCICA,
INC., BEAUFOUR IPSEN PHARMA (THE
"PURCHASER") AND TRIBECA ACQUISITION
CORPORATION, A WHOLLY OWNED SUBSIDIARY OF
THE PURCHASER (THE "MERGER SUB").
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY, FOR THE PURPOSE OF
SOLICITING ADDITIONAL PROXIES TO VOTE IN
FAVOR OF THE ADOPTION OF THE MERGER
AGREEMENT.
PHILADELPHIA CONSOLIDATED HOLDING CORP.
SECURITY 717528103 MEETING TYPE Special
TICKER SYMBOL PHLY MEETING DATE 23-Oct-2008
ISIN US7175281036 AGENDA 932960518 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 ADOPTION OF THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JULY 22, 2008, AMONG
THE COMPANY, TOKIO MARINE HOLDINGS, INC.
AND TOKIO MARINE INVESTMENT
(PENNSYLVANIA) INC.
02 APPROVAL OF THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING, IF
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THERE ARE
NOT SUFFICIENT VOTES PRESENT, IN PERSON
OR BY PROXY, AT THE TIME OF THE SPECIAL
MEETING TO ADOPT THE AGREEMENT AND PLAN
OF MERGER.
APPLIED BIOSYSTEMS INC.
SECURITY 038149100 MEETING TYPE Special
TICKER SYMBOL ABI MEETING DATE 28-Oct-2008
ISIN US0381491002 AGENDA 932956189 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 APPROVE AND ADOPT THE AGREEMENT AND PLAN Management For For
OF MERGER, AS AMENDED, BY AND AMONG
INVITROGEN CORPORATION, ATOM ACQUISITION,
LLC, AND APPLIED BIOSYSTEMS INC., AS SUCH
AGREEMENT MAY BE AMENDED FROM TIME TO
TIME, AND TO APPROVE THE MERGER OF ATOM
ACQUISITION CORPORATION WITH AND INTO
APPLIED BIOSYSTEMS INC., ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
02 TO ADJOURN THE APPLIED BIOSYSTEMS SPECIAL Management For For
MEETING OF STOCKHOLDERS, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE
NOT SUFFICIENT VOTES FOR THE FOREGOING
PROPOSAL.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 7
Gabelli Enterprise Mergers and Acquisitions Fund
FIRST CALGARY PETROLEUMS LTD.
SECURITY 319384301 MEETING TYPE Special
TICKER SYMBOL FCGCF MEETING DATE 29-Oct-2008
ISIN CA3193843016 AGENDA 932959818 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 APPROVING ARRANGEMENT. THE SPECIAL Management For For
RESOLUTION APPROVING THE PLAN OF
ARRANGEMENT AS MORE PARTICULARLY SET OUT
IN EXHIBIT A OF THE INFORMATION CIRCULAR
OF FIRST CALGARY PETROLEUMS LTD. DATED
SEPTEMBER 22ND, 2008. IT IS RECOMMENDED
THAT SHAREHOLDERS VOTE FOR ITEM 1.
VITAL SIGNS, INC.
SECURITY 928469105 MEETING TYPE Special
TICKER SYMBOL VITL MEETING DATE 29-Oct-2008
ISIN US9284691055 AGENDA 932960114 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 APPROVAL OF THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JULY 23, 2008, BY AND
AMONG GENERAL ELECTRIC COMPANY, TONIC
ACQUISITION CORP AND VITAL SIGNS, INC.
ROHM AND HAAS COMPANY
SECURITY 775371107 MEETING TYPE Special
TICKER SYMBOL ROH MEETING DATE 29-Oct-2008
ISIN US7753711073 AGENDA 932960506 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 ADOPT THE AGREEMENT AND PLAN OF MERGER, 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.
SARA LEE CORPORATION
SECURITY 803111103 MEETING TYPE Annual
TICKER SYMBOL SLE MEETING DATE 30-Oct-2008
ISIN US8031111037 AGENDA 932954705 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1A ELECTION OF DIRECTOR: BRENDA C. BARNES Management For For
1B ELECTION OF DIRECTOR: CHRISTOPHER B. Management For For
BEGLEY
1C ELECTION OF DIRECTOR: CRANDALL C. BOWLES Management For For
1D ELECTION OF DIRECTOR: VIRGIS W. COLBERT Management For For
1E ELECTION OF DIRECTOR: JAMES S. CROWN Management For For
1F ELECTION OF DIRECTOR: LAURETTE T. KOELLNER Management For For
1G ELECTION OF DIRECTOR: CORNELIS J.A. VAN Management For For
LEDE
1H ELECTION OF DIRECTOR: DR. JOHN MCADAM Management For For
1I ELECTION OF DIRECTOR: SIR IAN PROSSER Management For For
1J ELECTION OF DIRECTOR: ROZANNE L. RIDGWAY Management For For
1K ELECTION OF DIRECTOR: NORMAN R. SORENSEN Management For For
1L ELECTION OF DIRECTOR: JEFFREY W. UBBEN Management For For
1M ELECTION OF DIRECTOR: JONATHAN P. WARD Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL
2009
03 TO VOTE ON THE REAPPROVAL OF PERFORMANCE Management For For
MEASURES UNDER SARA LEE'S LONG-TERM
PERFORMANCE STOCK PLANS
CAPTARIS, INC.
SECURITY 14071N104 MEETING TYPE Special
TICKER SYMBOL CAPA MEETING DATE 31-Oct-2008
ISIN US14071N1046 AGENDA 932961813 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 TO APPROVE THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF SEPTEMBER 3, 2008, BY
AND AMONG CAPTARIS, INC., OPEN TEXT
CORPORATION, OPEN TEXT, INC., AND OASIS
MERGER CORP.
02 TO APPROVE ANY PROPOSAL TO ADJOURN THE Management For For
SPECIAL MEETING, IF DETERMINED NECESSARY
BY CAPTARIS, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT VOTES
AT THE TIME OF THE SPECIAL MEETING TO
APPROVE THE MERGER AGREEMENT OR IF
OTHERWISE DEEMED NECESSARY OR APPROPRIATE.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 8
Gabelli Enterprise Mergers and Acquisitions Fund
IKON OFFICE SOLUTIONS, INC.
SECURITY 451713101 MEETING TYPE Special
TICKER SYMBOL IKN MEETING DATE 31-Oct-2008
ISIN US4517131011 AGENDA 932962372 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF AUGUST 27, 2008,
BETWEEN RICOH COMPANY, LTD., KEYSTONE
ACQUISITION, INC. AND IKON OFFICE
SOLUTIONS, INC. (THE "MERGER AGREEMENT").
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.
I2 TECHNOLOGIES, INC.
SECURITY 465754208 MEETING TYPE Special
TICKER SYMBOL ITWO MEETING DATE 06-Nov-2008
ISIN US4657542084 AGENDA 932962776 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 TO APPROVE AND ADOPT THE AGREEMENT AND Management For For
PLAN OF MERGER DATED AS OF AUGUST 10,
2008 AMONG JDA SOFTWARE GROUP, INC.,
ICEBERG ACQUISITION CORP., A WHOLLY-OWNED
SUBSIDIARY OF JDA, AND I2 TECHNOLOGIES,
INC.
02 TO GRANT THE PERSONS NAMED AS PROXIES Management For For
DISCRETIONARY AUTHORITY TO VOTE TO
ADJOURN THE SPECIAL MEETING, IF
NECESSARY, TO SATISFY THE CONDITIONS TO
COMPLETING THE MERGER AS SET FORTH IN THE
AGREEMENT AND PLAN OF MERGER, INCLUDING
FOR THE PURPOSE OF SOLICITING PROXIES TO
VOTE IN FAVOR OF APPROVAL OF THE
AGREEMENT AND PLAN OF MERGER.
03 TO GRANT THE PERSONS NAMED AS PROXIES Management For For
DISCRETIONARY AUTHORITY TO CONSIDER AND
ACT UPON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.
FOUNDRY NETWORKS, INC.
SECURITY 35063R100 MEETING TYPE Special
TICKER SYMBOL FDRY MEETING DATE 07-Nov-2008
ISIN US35063R1005 AGENDA 932958943 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 TO APPROVE A PROPOSAL TO ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED AS OF
JULY 21, 2008, AMONG BROCADE
COMMUNICATIONS SYSTEMS, INC., FALCON
ACQUISITION SUB, INC., A WHOLLY-OWNED
SUBSIDIARY OF BROCADE COMMUNICATIONS
SYSTEMS, INC., AND FOUNDRY NETWORKS, INC.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING TO PERMIT FURTHER SOLICITATION OF
PROXIES IF THERE ARE NOT SUFFICIENT VOTES
AT THE SPECIAL MEETING TO APPROVE THE
FIRST PROPOSAL DESCRIBED ABOVE.
CORINTHIAN COLLEGES, INC.
SECURITY 218868107 MEETING TYPE Annual
TICKER SYMBOL COCO MEETING DATE 10-Nov-2008
ISIN US2188681074 AGENDA 932961027 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 TERRY O. HARTSHORN For For
2 ALICE T. KANE For For
3 TIMOTHY J. SULLIVAN For For
4 PETER C. WALLER For For
02 APPROVAL OF THE AMENDMENT AND RESTATEMENT Management For For
OF THE COMPANY'S CERTIFICATE OF
INCORPORATION.
03 RATIFICATION OF ERNST & YOUNG LLP AS THE Management For For
COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING JUNE 30, 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 9
Gabelli Enterprise Mergers and Acquisitions Fund
BALDWIN TECHNOLOGY COMPANY, INC.
SECURITY 058264102 MEETING TYPE Annual
TICKER SYMBOL BLD MEETING DATE 11-Nov-2008
ISIN US0582641025 AGENDA 932964162 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 KARL S. PUEHRINGER For For
2 CLAES WARNANDER For For
02 TO APPROVE AN AMENDMENT TO THE COMPANY'S Management Against Against
2005 EQUITY COMPENSATION PLAN TO INCREASE
THE MAXIMUM AGGREGATE NUMBER OF SHARES OF
THE COMPANY'S CLASS A COMMON STOCK THAT
MAY BE DELIVERED TO PARTICIPANTS OR THEIR
BENEFICIARIES PURSUANT TO ALL AWARDS
GRANTED UNDER THE PLAN BY 1,000,000 TO
2,200,000.
ANHEUSER-BUSCH COMPANIES, INC.
SECURITY 035229103 MEETING TYPE Special
TICKER SYMBOL BUD MEETING DATE 12-Nov-2008
ISIN US0352291035 AGENDA 932962839 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN Management For For
OF MERGER BY AND AMONG INBEV N.V./S.A.,
PESTALOZZI ACQUISITION CORP., AND
ANHEUSER-BUSCH COMPANIES, INC., AS IT MAY
BE AMENDED FROM TIME TO TIME.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING Management For For
TO A LATER DATE TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT VOTES
TO APPROVE PROPOSAL NUMBER 1 AT THE TIME
OF THE SPECIAL MEETING.
DIEBOLD, INCORPORATED
SECURITY 253651103 MEETING TYPE Annual
TICKER SYMBOL DBD MEETING DATE 12-Nov-2008
ISIN US2536511031 AGENDA 932963538 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 LOUIS V. BOCKIUS III For For
2 PHILLIP R. COX For For
3 RICHARD L. CRANDALL For For
4 GALE S. FITZGERALD For For
5 PHILLIP B. LASSITER For For
6 JOHN N. LAUER For For
7 ERIC J. ROORDA For For
8 THOMAS W. SWIDARSKI For For
9 HENRY D.G. WALLACE For For
10 ALAN J. WEBER For For
02 TO RATIFY THE APPOINTMENT OF KPMG, LLP AS Management For For
THE CORPORATION'S INDEPENDENT AUDITORS
FOR THE YEAR 2008
GOLD FIELDS LIMITED
SECURITY 38059T106 MEETING TYPE Annual
TICKER SYMBOL GFI MEETING DATE 12-Nov-2008
ISIN US38059T1060 AGENDA 932966267 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
O1 ADOPTION OF FINANCIAL STATEMENTS Management For
O2 RE-ELECTION OF MR DN MURRAY AS A DIRECTOR Management For
O3 RE-ELECTION OF MR CI VON CHRISTIERSON AS Management For
A DIRECTOR
O4 RE-ELECTION OF MRS GM WILSON AS A DIRECTOR Management For
O5 RE-ELECTION OF MR AJ WRIGHT AS A DIRECTOR Management For
O6 PLACEMENT OF ORDINARY SHARES UNDER THE Management For
CONTROL OF THE DIRECTORS
O7 PLACEMENT OF NON-CONVERTIBLE REDEEMABLE Management For
PREFERENCE SHARES UNDER THE CONTROL OF
THE DIRECTORS
O8 ISSUING EQUITY SECURITIES FOR CASH Management For
O9 AWARD OF RIGHTS TO NON-EXECUTIVE Management For
DIRECTORS UNDER THE GOLD FIELDS LIMITED
2005 NON-EXECUTIVE SHARE PLAN
O10 INCREASE OF NON-EXECUTIVE DIRECTORS' FEES Management For
S1 ACQUISITION OF COMPANY'S OWN SHARES Management For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 10
Gabelli Enterprise Mergers and Acquisitions Fund
REPUBLIC SERVICES, INC.
SECURITY 760759100 MEETING TYPE Special
TICKER SYMBOL RSG MEETING DATE 14-Nov-2008
ISIN US7607591002 AGENDA 932964035 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 APPROVAL OF PROPOSAL TO ISSUE SHARES OF Management For For
REPUBLIC COMMON STOCK AND OTHER
SECURITIES CONVERTIBLE INTO SHARES OF
REPUBLIC COMMON STOCK, IN CONNECTION WITH
TRANSACTIONS CONTEMPLATED BY AGREEMENT
AND PLAN OF MERGER, AMONG REPUBLIC, RS
MERGER WEDGE, INC., AND ALLIED WASTE
INDUSTRIES, INC., AS DESCRIBED IN THE
ACCOMPANYING JOINT PROXY
STATEMENT/PROSPECTUS.
02 APPROVAL OF PROPOSAL TO ADJOURN THE Management For For
SPECIAL MEETING, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES IN FAVOR OF THE
FOREGOING PROPOSAL.
SECURE COMPUTING CORPORATION
SECURITY 813705100 MEETING TYPE Special
TICKER SYMBOL SCUR MEETING DATE 14-Nov-2008
ISIN US8137051004 AGENDA 932965479 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF SEPTEMBER 21,
2008, BY AND AMONG MCAFEE, INC.,
SEABISCUIT ACQUISITION CORPORATION AND
SECURE COMPUTING CORPORATION.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING, Management For For
IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES
IN FAVOR OF ADOPTION OF THE MERGER
AGREEMENT.
ZONES, INC.
SECURITY 98976N103 MEETING TYPE Special
TICKER SYMBOL ZONS MEETING DATE 19-Nov-2008
ISIN US98976N1037 AGENDA 932966407 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 PROPOSAL TO APPROVE THE MERGER AND TO Management For For
APPROVE AND ADOPT THE AGREEMENT AND PLAN
OF MERGER DATED AS OF JULY 30, 2008 BY
AND BETWEEN THE COMPANY AND ZONES
ACQUISITION CORP. (AS IT MAY BE AMENDED
FROM TIME TO TIME) AND THE OTHER
TRANSACTIONS CONTEMPLATED THEREBY.
02 PROPOSAL TO APPROVE ANY MOTION TO ADJOURN Management For For
THE SPECIAL MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE PROPOSAL 1.
SWS GROUP, INC.
SECURITY 78503N107 MEETING TYPE Annual
TICKER SYMBOL SWS MEETING DATE 20-Nov-2008
ISIN US78503N1072 AGENDA 932961887 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 DON A. BUCHHOLZ For For
2 DONALD W. HULTGREN For For
3 ROBERT A. BUCHHOLZ For For
4 BRODIE L. COBB For For
5 I.D. FLORES III For For
6 LARRY A. JOBE For For
7 DR. R. JAN LECROY For For
8 FREDERICK R. MEYER For For
9 DR. MIKE MOSES For For
10 JON L. MOSLE, JR. For For
02 THE RATIFICATION OF THE SELECTION OF Management For For
GRANT THORNTON LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING JUNE 26, 2009.
CAMPBELL SOUP COMPANY
SECURITY 134429109 MEETING TYPE Annual
TICKER SYMBOL CPB MEETING DATE 20-Nov-2008
ISIN US1344291091 AGENDA 932962459 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 EDMUND M. CARPENTER For For
2 PAUL R. CHARRON For For
3 DOUGLAS R. CONANT For For
4 BENNETT DORRANCE For For
5 HARVEY GOLUB For For
6 RANDALL W. LARRIMORE For For
7 MARY ALICE D. MALONE For For
8 SARA MATHEW For For
9 DAVID C. PATTERSON For For
10 CHARLES R. PERRIN For For
11 A. BARRY RAND For For
12 GEORGE STRAWBRIDGE, JR. For For
13 LES C. VINNEY For For
14 CHARLOTTE C. WEBER For For
02 APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
03 APPROVE AMENDMENT OF THE 2005 LONG-TERM Management Against Against
INCENTIVE PLAN.
04 APPROVE PERFORMANCE GOALS FOR THE 2003 Management For For
LONG- TERM INCENTIVE PLAN.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 11
Gabelli Enterprise Mergers and Acquisitions Fund
ALPHA NATURAL RESOURCES, INC.
SECURITY 02076X102 MEETING TYPE Special
TICKER SYMBOL ANR MEETING DATE 21-Nov-2008
ISIN US02076X1028 AGENDA 932968146 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 ADOPTION OF THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JULY 15, 2008, BY AND
AMONG CLEVELAND- CLIFFS INC (NOW KNOWN AS
CLIFFS NATURAL RESOURCES INC.), ALPHA
NATURAL RESOURCES, INC. AND ALPHA MERGER
SUB, INC., F/K/A DAILY DOUBLE
ACQUISITION, INC. ("MERGER SUB"), ALL AS
MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
02 APPROVE ADJOURNMENTS OF THE ALPHA NATURAL Management For For
RESOURCES, INC. SPECIAL MEETING, IF
NECESSARY, TO PERMIT FURTHER SOLICITATION
OF PROXIES IF THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE ALPHA NATURAL
RESOURCES, INC. SPECIAL MEETING TO
APPROVE THE ABOVE PROPOSAL.
CIBA SPEZIALITAETENCHEMIE HOLDING AG, BASEL
SECURITY H14405106 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL CSPCF.PK MEETING DATE 02-Dec-2008
ISIN CH0005819724 AGENDA 701760123 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
THE PRACTICE OF SHARE BLOCKING VARIES Non-Voting
WIDELY IN THIS MARKET. PLEASE CONTACT
YO-UR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN BLOCKING INFORMATION FOR YOUR
ACCOU-NTS.
1. TO VOTE IN THE UPCOMING MEETING, YOUR Registration No
NAME MUST BE NOTIFIED TO THE COMPANY Action
REGISTRAR AS BENEFICIAL OWNER BEFORE THE
RECORD DATE. PLEASE ADVISE US NOW IF YOU
INTEND TO VOTE. NOTE THAT THE COMPANY
REGISTRAR HAS DISCRETION OVER GRANTING
VOTING RIGHTS. ONCE THE AGENDA IS
AVAILABLE, A SECOND NOTIFICATION WILL BE
ISSUED REQUESTING YOUR VOTING
INSTRUCTIONS PLEASE NOTE THAT THIS IS A
REVISION DUE Non-Voting
TO RECEIPT OF CONSERVATIVE CUT-OFF DAT-E.
IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FOR-M
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
PLEASE NOTE THAT THIS IS AN EGM. THANK Non-Voting
YOU.
CIBA SPEZIALITAETENCHEMIE HOLDING AG, BASEL
SECURITY H14405106 MEETING TYPE ExtraOrdinary General
Meeting
TICKER SYMBOL CSPCF.PK MEETING DATE 02-Dec-2008
ISIN CH0005819724 AGENDA 701764652 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 519748 DUE TO RECEIPT OF
D-IRECTORS NAMES. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE
DISREGARDED-AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE. THANK
YOU.
PLEASE NOTE THAT THIS IS THE PART II OF Non-Voting
THE MEETING NOTICE SENT UNDER
MEETING-518846, INCLUDING THE AGENDA. TO
VOTE IN THE UPCOMING MEETING, YOUR NAME
MUST-BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE
RE-REGISTR-ATION DEADLINE. PLEASE NOTE
THAT THOSE INSTRUCTIONS THAT ARE
SUBMITTED AFTER T-HE CUTOFF DATE WILL BE
PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
THE PRACTICE OF SHARE BLOCKING VARIES Non-Voting
WIDELY IN THIS MARKET. PLEASE CONTACT
YO-UR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN BLOCKING INFORMATION FOR YOUR
ACCOU-NTS.
1. Amend Articles 5, 15 and 19 of the Management No
Articles of Association Action
2.1 Elect Dr. Hans-Ulrich Engel to the Board Management No
of Directors Action
2.2 Elect Mr. Hans-Walther Reiners to the Management No
Board of Directors Action
2.3 Elect Dr. Joerg Buchmueller to the Board Management No
of Directors Action
PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting
TO RECEIPT OF CONSERVATIVE CUT-OFF DAT-E.
IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FOR-M
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 12
Gabelli Enterprise Mergers and Acquisitions Fund
HARMAN INTERNATIONAL INDUSTRIES, INC.
SECURITY 413086109 MEETING TYPE Annual
TICKER SYMBOL HAR MEETING DATE 03-Dec-2008
ISIN US4130861093 AGENDA 932968665 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 BRIAN F. CARROLL For For
2 HELLENE S. RUNTAGH For For
02 APPROVAL OF THE AMENDMENTS TO THE 2002 Management Against Against
STOCK OPTION AND INCENTIVE PLAN.
03 APPROVAL OF THE 2008 KEY EXECUTIVE Management For For
OFFICERS BONUS PLAN.
UST INC.
SECURITY 902911106 MEETING TYPE Special
TICKER SYMBOL UST MEETING DATE 04-Dec-2008
ISIN US9029111062 AGENDA 932969869 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF SEPTEMBER 7, 2008,
BY AND AMONG UST INC., ALTRIA GROUP,
INC., AND ARMCHAIR SUB, INC., AS AMENDED,
AND APPROVE THE MERGER CONTEMPLATED
THEREBY.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE MEETING, IF NECESSARY
OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT VOTES
AT THE TIME OF THE SPECIAL MEETING TO
ADOPT THE AGREEMENT AND PLAN OF MERGER,
AS AMENDED, AND APPROVE THE MERGER.
VILLAGE SUPER MARKET, INC.
SECURITY 927107409 MEETING TYPE Annual
TICKER SYMBOL VLGEA MEETING DATE 05-Dec-2008
ISIN US9271074091 AGENDA 932969972 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 JAMES SUMAS For For
2 PERRY SUMAS For For
3 ROBERT SUMAS For For
4 WILLIAM SUMAS For For
5 JOHN P. SUMAS For For
6 JOHN J. MCDERMOTT For For
7 STEVEN CRYSTAL For For
8 DAVID C. JUDGE For For
02 APPROVAL OF KPMG LLP TO BE THE Management For For
INDEPENDENT AUDITORS OF THE COMPANY FOR
FISCAL 2009.
KENSEY NASH CORPORATION
SECURITY 490057106 MEETING TYPE Annual
TICKER SYMBOL KNSY MEETING DATE 10-Dec-2008
ISIN US4900571062 AGENDA 932970519 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 DOUGLAS G. EVANS, P.E.* For For
2 C.M. EVARTS, M.D.* For For
3 WALTER R. MAUPAY, JR.* For For
02 PROPOSAL TO APPROVE THE SEVENTH AMENDED Management Against Against
AND RESTATED KENSEY NASH CORPORATION
EMPLOYEE INCENTIVE COMPENSATION PLAN.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE INDEPENDENT
AUDITORS OF THE COMPANY'S FINANCIAL
STATEMENTS.
FOUNDRY NETWORKS, INC.
SECURITY 35063R100 MEETING TYPE Special
TICKER SYMBOL FDRY MEETING DATE 17-Dec-2008
ISIN US35063R1005 AGENDA 932975711 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 TO APPROVE A PROPOSAL TO ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED AS OF
JULY 21, 2008, AS AMENDED BY AMENDMENT
NO. 1 TO AGREEMENT AND PLAN OF MERGER
DATED NOVEMBER 7, 2008, AMONG BROCADE
COMMUNICATIONS SYSTEMS, INC., FALCON
ACQUISITION SUB, INC., A WHOLLY-OWNED
SUBSIDIARY OF BROCADE COMMUNICATIONS
SYSTEMS, INC., AND FOUNDRY NETWORKS, INC.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING TO PERMIT FURTHER SOLICITATION OF
PROXIES IF THERE ARE NOT SUFFICIENT VOTES
AT THE SPECIAL MEETING TO APPROVE THE
FIRST PROPOSAL DESCRIBED ABOVE.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 13
Gabelli Enterprise Mergers and Acquisitions Fund
NDS GROUP PLC
SECURITY 628891103 MEETING TYPE Annual
TICKER SYMBOL NNDS MEETING DATE 17-Dec-2008
ISIN US6288911034 AGENDA 932978173 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 FOR THE APPROVAL OF THE COMPANY'S U.K. Management For For
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2008,
TOGETHER WITH THE CORRESPONDING
INDEPENDENT AUDITORS' REPORT AND
DIRECTORS' REPORT.
02 FOR THE APPROVAL OF THE DIRECTORS' Management For For
REMUNERATION REPORT FOR THE YEAR ENDED
JUNE 30, 2008.
03 FOR RATIFICATION OF THE SELECTION OF Management For For
ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING JUNE 30,
2009, AND THE AUTHORIZATION OF THE AUDIT
COMMITTEE TO DETERMINE ERNST & YOUNG
LLP'S REMUNERATION IN RESPECT OF SUCH
PERIOD.
04 DIRECTOR Management
1 ROGER W. EINIGER For For
ZONES, INC.
SECURITY 98976N103 MEETING TYPE Special
TICKER SYMBOL ZONS MEETING DATE 19-Dec-2008
ISIN US98976N1037 AGENDA 932979872 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 PROPOSAL TO APPROVE THE MERGER, AND TO Management For For
APPROVE AND ADOPT THE AGREEMENT AND PLAN
OF MERGER, DATED AS OF JULY 30, 2008, AS
AMENDED BY THE FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER, DATED AS OF
NOVEMBER 17, 2008, BY AND BETWEEN THE
COMPANY AND ZONES ACQUISITION CORP., AND
AS IT MAY BE FURTHER AMENDED FROM TIME TO
TIME, AND THE OTHER TRANSACTIONS
CONTEMPLATED THEREBY.
02 PROPOSAL TO APPROVE ANY MOTION TO ADJOURN Management For For
THE SPECIAL MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE PROPOSAL 1.
WACHOVIA CORPORATION
SECURITY 929903102 MEETING TYPE Special
TICKER SYMBOL WB MEETING DATE 23-Dec-2008
ISIN US9299031024 AGENDA 932980748 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 A PROPOSAL TO APPROVE THE PLAN OF MERGER Management For For
CONTAINED IN THE AGREEMENT AND PLAN OF
MERGER, BY AND BETWEEN WACHOVIA
CORPORATION AND WELLS FARGO & COMPANY,
DATED AS OF OCTOBER 3, 2008, AS IT MAY BE
AMENDED FROM TIME TO TIME, PURSUANT TO
WHICH WACHOVIA WILL MERGE WITH AND INTO
WELLS FARGO, WITH WELLS FARGO SURVIVING
THE MERGER.
02 A PROPOSAL TO APPROVE THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING, IF
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IN FAVOR OF THE
PROPOSAL TO APPROVE THE PLAN OF MERGER
CONTAINED IN THE MERGER AGREEMENT.
THE PNC FINANCIAL SERVICES GROUP, INC.
SECURITY 693475105 MEETING TYPE Special
TICKER SYMBOL PNC MEETING DATE 23-Dec-2008
ISIN US6934751057 AGENDA 932981257 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 A PROPOSAL TO APPROVE THE ISSUANCE OF Management For For
SHARES OF PNC COMMON STOCK AS
CONTEMPLATED BY THE AGREEMENT AND PLAN OF
MERGER, DATED AS OF OCTOBER 24, 2008, BY
AND BETWEEN THE PNC FINANCIAL SERVICES
GROUP, INC. AND NATIONAL CITY
CORPORATION, AS SUCH AGREEMENT MAY BE
AMENDED FROM TIME TO TIME.
02 A PROPOSAL TO APPROVE THE ADJOURNMENT OF Management For For
THE SPECIAL MEETING OF SHAREHOLDERS, IF
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES, IN THE EVENT THAT
THERE ARE NOT SUFFICIENT VOTES AT THE
TIME OF THE SPECIAL MEETING OF
SHAREHOLDERS TO APPROVE THE FOREGOING
PROPOSAL.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 14
Gabelli Enterprise Mergers and Acquisitions Fund
TARO PHARMACEUTICAL INDUSTRIES LTD.
SECURITY M8737E108 MEETING TYPE Annual
TICKER SYMBOL TAROF MEETING DATE 31-Dec-2008
ISIN IL0010827181 AGENDA 932980217 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 HEATHER DOUGLAS For For
2 MICHA FRIEDMAN For For
3 ERIC JOHNSTON For For
4 GAD KEREN For For
5 BARRIE LEVITT For For
6 TAL LEVITT For For
7 DANIEL MOROS For For
8 MYRON STROBER For For
02 REAPPOINT KOST FORER GABBAY & KASIERER, Management For For
CERTIFIED PUBLIC ACCOUNTANTS (ISRAEL), A
MEMBER OF ERNST & YOUNG GLOBAL, AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM AND AUTHORIZE THE AUDIT
COMMITTEE TO FIX THE REMUNERATION OF SAID
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
NATIONWIDE FINANCIAL SERVICES, INC.
SECURITY 638612101 MEETING TYPE Special
TICKER SYMBOL NFS MEETING DATE 31-Dec-2008
ISIN US6386121015 AGENDA 932981194 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 TO APPROVE AND ADOPT THE AGREEMENT AND Management For For
PLAN OF MERGER, DATED AS OF AUGUST 6,
2008, AMONG NATIONWIDE CORPORATION,
NATIONWIDE MUTUAL INSURANCE COMPANY, NWM
MERGER SUB, INC. AND NATIONWIDE FINANCIAL
SERVICES, INC. ("NFS"), PURSUANT TO WHICH
EACH OUTSTANDING SHARE OF COMMON STOCK OF
NFS WILL BE CONVERTED INTO THE RIGHT TO
RECEIVE $52.25 IN CASH.
ASIA SATELLITE TELECOMMUNICATIONS HLDGS LTD
SECURITY G0534R108 MEETING TYPE Special General Meeting
TICKER SYMBOL AISLF.PK MEETING DATE 05-Jan-2009
ISIN BMG0534R1088 AGENDA 701789452 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR "AGAINST" ONLY-FOR
THIS RESOLUTION. THANK YOU.
1. Approve and ratify, the Master Agreement Management For For
[as specified] and the Proposed Capacity
Transactions [as specified] contemplated
thereunder and the implementation
thereof; approve, the Proposed Fee Caps
[as specified] for each of the four
financial reporting periods under the
Agreement Term [as specified]; and
authorize any 1 Director of the Company
or any 2 Directors of the Company if
affixation of the common seal is
necessary, to execute the Master
Agreement [as specified] for and on
behalf of the Company or its
Subsidiaries, and to execute all such
other documents, instruments or
agreements and to do all such acts or
things which he may in his discretion
consider necessary or incidental in
connection with the matters contemplated
under the Master Agreement [as specified]
PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting
TO RECEIPT OF ACTUAL RECORD DATE. IF Y-OU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT RETURN THIS PROXY FORM UNLES-S YOU
DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
INTERNATIONAL RECTIFIER CORPORATION
SECURITY 460254105 MEETING TYPE Annual
TICKER SYMBOL IRF MEETING DATE 09-Jan-2009
ISIN US4602541058 AGENDA 932982247 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 RICHARD J. DAHL For For
2 DR. ROCHUS E. VOGT For For
02 RATIFICATION OF ERNST & YOUNG LLP AS AN Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF THE COMPANY TO SERVE FOR FISCAL
YEAR 2009.
03 STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
ELIMINATING THE CURRENT CLASSIFIED BOARD
STRUCTURE.
NDS GROUP PLC
SECURITY 628891103 MEETING TYPE Contested-Consent
TICKER SYMBOL NNDS MEETING DATE 13-Jan-2009
ISIN US6288911034 AGENDA 932984974 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
C1 COURT MEETING Management For For
S1 SPECIAL RESOLUTION TO BE PROPOSED AT THE Management For For
EXTRAORDINARY GENERAL MEETING
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 15
Gabelli Enterprise Mergers and Acquisitions Fund
SALLY BEAUTY HOLDINGS, INC.
SECURITY 79546E104 MEETING TYPE Annual
TICKER SYMBOL SBH MEETING DATE 22-Jan-2009
ISIN US79546E1047 AGENDA 932981043 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 KENNETH A. GIURICEO For For
2 ROBERT R. MCMASTER For For
3 M. MILLER DE LOMBERA For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP Management For For
AS THE CORPORATION'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR 2009.
ALBERTO-CULVER COMPANY
SECURITY 013078100 MEETING TYPE Annual
TICKER SYMBOL ACV MEETING DATE 22-Jan-2009
ISIN US0130781000 AGENDA 932983679 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 CAROL L. BERNICK For For
2 GEORGE L. FOTIADES For For
3 KING HARRIS For For
4 V. JAMES MARINO For For
SOVEREIGN BANCORP, INC.
SECURITY 845905108 MEETING TYPE Special
TICKER SYMBOL SOV MEETING DATE 28-Jan-2009
ISIN US8459051087 AGENDA 932987172 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 TO APPROVE AND ADOPT THE TRANSACTION Management For For
AGREEMENT, DATED AS OF OCTOBER 13, 2008,
BETWEEN SOVEREIGN BANCORP, INC. AND BANCO
SANTANDER, S.A.
02 TO APPROVE AN ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES.
ORTHOFIX INTERNATIONAL N.V.
SECURITY N6748L102 MEETING TYPE Contested-Consent
TICKER SYMBOL OFIX MEETING DATE 28-Jan-2009
ISIN ANN6748L1027 AGENDA 932991385 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 REVOKE CONSENT TO HOLD SPECIAL MEETING. Management
ORTHOFIX INTERNATIONAL N.V.
SECURITY N6748L102 MEETING TYPE Contested-Consent
TICKER SYMBOL OFIX MEETING DATE 28-Jan-2009
ISIN ANN6748L1027 AGENDA 932991397 - Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 CONSENT TO HOLD SPECIAL MEETING. Management For *
*MANAGEMENT POSITION UNKNOWN
LONMIN PUB LTD CO
SECURITY G56350112 MEETING TYPE Annual General Meeting
TICKER SYMBOL LMI.L MEETING DATE 29-Jan-2009
ISIN GB0031192486 AGENDA 701789325 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1. Receive the report and accounts Management For For
2. Approve the Directors remuneration report Management For For
3. Re-appoint the Auditors and approve the Management For For
remuneration of the Auditors
4. Re-elect Sir John Craven as a Director of Management For For
the Company
5. Re-elect Mr. Michael Hartnall as a Management For For
Director of the Company
6. Re-elect Mr. Roger Phillimore as a Management For For
Director of the Company
7. Grant authority to allot shares Management For For
S.8 Approve to disapply the pre-emption
rights Management For For
S.9 Authorize the Company to purchase its own Management For For
shares
S.10 Adopt the new Articles of Association Management For For
11. Amend the rules of the Stay and Prosper Management For For
Plan
12. Amend the shareholder Value Incentive
Plan Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 16
Gabelli Enterprise Mergers and Acquisitions Fund
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.
MILLICOM INTERNATIONAL CELLULAR S.A.
SECURITY L6388F110 MEETING TYPE Special
TICKER SYMBOL MICC MEETING DATE 16-Feb-2009
ISIN LU0038705702 AGENDA 932996121 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 TO RENEW THE AUTHORIZATION GRANTED TO THE Management For For
BOARD TO ISSUE NEW SHARES
02 IN RELATION TO ITEM 1, TO RECEIVE THE Management For For
SPECIAL REPORT OF THE BOARD
03 IN RELATION TO ITEM 1, TO AMEND THE 4TH Management For For
PARAGRAPH OF ARTICLE 5
04 IN RELATION TO ITEM 1, TO AMEND THE 5TH Management For For
PARAGRAPH OF ARTICLE 5
05 TO APPROVE AND RATIFY ISSUANCES OF NEW Management For For
SHARES RESOLVED UPON IN THE PAST
06 TO APPROVE AND RATIFY AMENDMENTS TO THE Management For For
ARTICLES RESOLVED UPON ON 29/05/07
07 TO AMEND THE DATE OF THE AGM EFFECTIVE Management For For
FROM 2010 AND TO AMEND ARTICLE 19
08 TO AMEND ARTICLE 3 - PURPOSES Management For For
9A TO AMEND MILLICOM'S ARTICLES OF Management For For
ASSOCIATION: TO AMEND THE 6TH PARAGRAPH
OF ARTICLE 6 - SHARES
9B TO AMEND MILLICOM'S ARTICLES OF Management For For
ASSOCIATION: TO FURTHER AMEND ARTICLE 6 -
SHARES
9C TO AMEND MILLICOM'S ARTICLES OF Management For For
ASSOCIATION: TO AMEND ARTICLE 7 - BOARD
OF DIRECTORS
9D TO AMEND MILLICOM'S ARTICLES OF Management For For
ASSOCIATION: TO AMEND THE 1ST PARAGRAPH
OF ARTICLE 8 - MEETINGS OF THE BOARD OF
DIRECTORS
9E TO AMEND MILLICOM'S ARTICLES OF Management For For
ASSOCIATION: TO AMEND THE 5TH PARAGRAPH
OF ARTICLE 8 - MEETINGS OF THE BOARD OF
DIRECTORS
9F TO AMEND MILLICOM'S ARTICLES OF Management For For
ASSOCIATION: TO AMEND THE 7TH PARAGRAPH
OF ARTICLE 8 - MEETINGS OF THE BOARD OF
DIRECTORS
9G TO AMEND MILLICOM'S ARTICLES OF Management For For
ASSOCIATION: TO AMEND THE 10TH PARAGRAPH
OF ARTICLE 8 - MEETINGS OF THE BOARD OF
DIRECTORS
9H TO AMEND MILLICOM'S ARTICLES OF Management For For
ASSOCIATION: TO AMEND THE 11TH PARAGRAPH
OF ARTICLE 8 - MEETINGS OF THE BOARD OF
DIRECTORS
9I TO AMEND MILLICOM'S ARTICLES OF Management For For
ASSOCIATION: TO AMEND ARTICLE 11 -
DELEGATION OF POWERS
9J TO AMEND MILLICOM'S ARTICLES OF Management For For
ASSOCIATION: TO AMEND THE 3RD PARAGRAPH
OF ARTICLE 21 - PROCEDURE, VOTE
9K TO AMEND MILLICOM'S ARTICLES OF Management For For
ASSOCIATION: TO AMEND ARTICLE 21 -
PROCEDURE, VOTE BY INSERTING A NEW
PARAGRAPH
9L TO AMEND MILLICOM'S ARTICLES OF Management For For
ASSOCIATION: TO AMEND THE 6TH PARAGRAPH
OF ARTICLE 21 - PROCEDURE, VOTE
9M TO AMEND MILLICOM'S ARTICLES OF Management For For
ASSOCIATION: TO AMEND ARTICLE 21 -
PROCEDURE, VOTE BY DELETING TWO
PARAGRAPHS
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 17
Gabelli Enterprise Mergers and Acquisitions Fund
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 THE Management For For
MEASUREMENTS AND GOALS SET FORTH IN OUR
2004 PERFORMANCE INCENTIVE PLAN.
GREIF INC.
SECURITY 397624206 MEETING TYPE Annual
TICKER SYMBOL GEFB MEETING DATE 23-Feb-2009
ISIN US3976242061 AGENDA 932991234 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 VICKI L. AVRIL For For
2 MICHAEL H. DEMPSEY For For
3 BRUCE A. EDWARDS For For
4 MARK A. EMKES For For
5 JOHN F. FINN For For
6 MICHAEL J. GASSER For For
7 DANIEL J. GUNSETT For For
8 JUDITH D. HOOK For For
9 PATRICK J. NORTON For For
WARNER MUSIC GROUP CORP.
SECURITY 934550104 MEETING TYPE Annual
TICKER SYMBOL WMG MEETING DATE 23-Feb-2009
ISIN US9345501046 AGENDA 932993884 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 EDGAR BRONFMAN, JR. For For
2 SHELBY W. BONNIE For For
3 RICHARD BRESSLER For For
4 JOHN P. CONNAUGHTON For For
5 PHYLLIS E. GRANN For For
6 MICHELE J. HOOPER For For
7 SCOTT L. JAECKEL For For
8 SETH W. LAWRY For For
9 THOMAS H. LEE For For
10 IAN LORING For For
11 MARK NUNNELLY For For
12 SC0TT M. SPERLING For For
02 TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS OF THE COMPANY FOR ITS
FISCAL YEAR ENDING SEPTEMBER 30, 2009.
CENTENNIAL COMMUNICATIONS CORP.
SECURITY 15133V208 MEETING TYPE Special
TICKER SYMBOL CYCL MEETING DATE 24-Feb-2009
ISIN US15133V2088 AGENDA 932992806 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF NOVEMBER 7, 2008, BY
AND AMONG CENTENNIAL COMMUNICATIONS
CORP., A DELAWARE CORPORATION, AT&T INC.,
A DELAWARE CORPORATION, AND INDEPENDENCE
MERGER SUB INC., A DELAWARE CORPORATION
AND A WHOLLY OWNED SUBSIDIARY OF AT&T
INC.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO ADOPT THE AGREEMENT
AND PLAN OF MERGER.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 18
Gabelli Enterprise Mergers and Acquisitions Fund
NOBILITY HOMES, INC.
SECURITY 654892108 MEETING TYPE Annual
TICKER SYMBOL NOBH MEETING DATE 27-Feb-2009
ISIN US6548921088 AGENDA 932997969 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 TERRY E. TREXLER For For
2 RICHARD C. BARBERIE For For
3 ROBERT P. HOLLIDAY For For
4 ROBERT P. SALTSMAN For For
5 THOMAS W. TREXLER For For
TYCO INTERNATIONAL LTD
SECURITY G9143X208 MEETING TYPE Special
TICKER SYMBOL TYC MEETING DATE 12-Mar-2009
ISIN BMG9143X2082 AGENDA 932994418 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 TO CONSIDER AND APPROVE A RESOLUTION TO Management For For
APPROVE TYCO INTERNATIONAL LTD.'S
DISCONTINUANCE FROM BERMUDA AS PROVIDED
IN SECTION 132G OF THE COMPANIES ACT 1981
OF BERMUDA AND THE COMPANY'S CHANGE OF
DOMICILE TO SCHAFFHAUSEN, SWITZERLAND.
02 TO CONSIDER AND APPROVE A RESOLUTION THAT Management For For
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 THE Management For For
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 AUTHORITATIVE Management For For
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 AS Management For For
TYCO'S INDEPENDENT AUDITORS AND
AUTHORIZATION FOR THE AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS TO SET THE
AUDITORS' REMUNERATION.
03 AMENDMENTS TO THE COMPANY'S 2004 STOCK Management For For
AND INCENTIVE PLAN.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 19
Gabelli Enterprise Mergers and Acquisitions Fund
CIBA SPEZIALITAETENCHEMIE HOLDING AG, BASEL
SECURITY H14405106 MEETING TYPE Annual General Meeting
TICKER SYMBOL CSPCF.PK MEETING DATE 13-Mar-2009
ISIN CH0005819724 AGENDA 701725117 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
THE PRACTICE OF SHARE BLOCKING VARIES Non-Voting
WIDELY IN THIS MARKET. PLEASE CONTACT
YO-UR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN BLOCKING INFORMATION FOR YOUR
ACCOU-NTS.
1. TO VOTE IN THE UPCOMING MEETING, YOUR Registration No
NAME MUST BE NOTIFIED TO THE COMPANY Action
REGISTRAR AS BENEFICIAL OWNER BEFORE THE
RECORD DATE. PLEASE ADVISE US NOW IF YOU
INTEND TO VOTE. NOTE THAT THE COMPANY
REGISTRAR HAS DISCRETION OVER GRANTING
VOTING RIGHTS. ONCE THE AGENDA IS
AVAILABLE, A SECOND NOTIFICATION WILL BE
ISSUED REQUESTING YOUR VOTING
INSTRUCTIONS
HERLEY INDUSTRIES, INC.
SECURITY 427398102 MEETING TYPE Annual
TICKER SYMBOL HRLY MEETING DATE 17-Mar-2009
ISIN US4273981021 AGENDA 932996133 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 JOHN A. THONET For For
2 CARLOS C. CAMPBELL For For
02 RATIFICATION OF THE APPOINTMENT OF MARCUM Management For For
& KLIEGMAN LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
FOR THE YEAR ENDING AUGUST 2, 2009.
PORTUGAL TELECOM SGPS SA, LISBOA
SECURITY X6769Q104 MEETING TYPE Annual General Meeting
TICKER SYMBOL PT MEETING DATE 27-Mar-2009
ISIN PTPTC0AM0009 AGENDA 701848559 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 540350 DUE TO CHANGE IN
VO-TING STATUS. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AN-D
YOU WILL NEED TO REINSTRUCT ON THIS
MEETING NOTICE. THANK YOU.
1. Receive the Management report, balance Management No
sheet and accounts for the year 2008 Action
2. Receive the consolidated Management Management No
report, balance sheet and accounts for Action
the year 2008
3. Approve the application of profits and Management No
distribution of reserves Action
4. Approve the general appraisal of the Management No
Company's Management and Supervision Action
5. PLEASE NOTE THAT THIS IS A SHAREHOLDERS Shareholder No
PROPOSAL: amend the number 1 of Article Action
18 of the Company's Articles of
Association
6. Elect the Members of the corporate bodies Management No
and of the compensation committee for the Action
2009-2011 term of office
7. Elect the Chartered Accountant, effective Management No
and alternate, for the 2009-2011 term of Action
office
8. Amend the number 4 of Article 13 of the Management No
Company's Article of Association Action
9. Approve the acquisition and disposal of Management No
own shares Action
10. Approve, pursuant to number 4 of Article Management No
8 of the Article of Association, on the Action
parameters applicable in the event of any
issuance of bonds convertible into shares
that may be resolved upon by the Board of
Directors
11. Approve the suppression of the Management No
pre-emptive right of shareholders in the Action
subscription of any issuance of
convertible bonds as referred to under
Item 9 hereof as may be resolved upon by
the Board of Directors
12. Approve to resolve the issuance of bonds Management No
and other securities, of whatever nature, Action
by the Board of Directors, and notably on
the fixing of the value of such
securities in accordance with number 3 of
Article 8 and Paragraph e) of number 1 of
Article 15 of the Articles of Association
13. Approve to resolve on the acquisition and Management No
disposal of own bonds and other own Action
securities
ORTHOFIX INTERNATIONAL N.V.
SECURITY N6748L102 MEETING TYPE Contested-Special
TICKER SYMBOL OFIX MEETING DATE 02-Apr-2009
ISIN ANN6748L1027 AGENDA 933004789 - Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1A TO REMOVE WITHOUT CAUSE OF THE CURRENT Management Abstain *
BOARD OF DIRECTOR: JAMES F. GERO
1B TO REMOVE WITHOUT CAUSE OF THE CURRENT Management Abstain *
BOARD OF DIRECTOR: PETER J. HEWETT
1C TO REMOVE WITHOUT CAUSE OF THE CURRENT Management For *
BOARD OF DIRECTOR: THOMAS J. KESTER
1D TO REMOVE WITHOUT CAUSE OF THE CURRENT Management For *
BOARD OF DIRECTOR: WALTER P. VON WARTBURG
2 THE RAMIUS GROUP'S PROPOSAL TO REMOVE, Management For *
WITHOUT CAUSE, ANY DIRECTORS APPOINTED BY
THE BOARD WITHOUT SHAREHOLDER APPROVAL
BETWEEN DECEMBER 10, 2008 AND UP THROUGH
AND INCLUDING THE DATE OF THE SPECIAL
MEETING
3A TO ELECT: J. MICHAEL EGAN Management Abstain *
3B TO ELECT: PETER A. FELD Management For *
3C TO ELECT: STEVEN J. LEE Management Abstain *
3D TO ELECT: CHARLES T. ORSATTI Management For *
*MANAGEMENT POSITION UNKNOWN
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 20
Gabelli Enterprise Mergers and Acquisitions Fund
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.
NOVA CHEMICALS CORPORATION
SECURITY 66977W109 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL NCX MEETING DATE 14-Apr-2009
ISIN CA66977W1095 AGENDA 933016811 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 THE ARRANGEMENT RESOLUTION IN THE FORM Management For For
ANNEXED AS APPENDIX "A" TO THE
ACCOMPANYING MANAGEMENT PROXY CIRCULAR OF
NOVA CHEMICALS DATED MARCH 13, 2009 (THE
"PROXY CIRCULAR") TO APPROVE AN
ARRANGEMENT UNDER SECTION 192 OF THE
CANADA BUSINESS CORPORATIONS ACT
INVOLVING, AMONG OTHER THINGS, THE
ACQUISITION, DIRECTLY OR INDIRECTLY, BY
INTERNATIONAL PETROLEUM INVESTMENT
COMPANY OF ALL OF THE ISSUED AND
OUTSTANDING COMMON SHARES FOR US$6.00 IN
CASH FOR EACH COMMON SHARE.
02 DIRECTOR Management
1 J.A. BLUMBERG For For
2 F.P. BOER For For
3 J. BOUGIE For For
4 L. BRLAS For For
5 J.V. CREIGHTON For For
6 R.E. DINEEN, JR. For For
7 C.W. FISCHER For For
8 K.L. HAWKINS For For
9 A.M. LUDWICK For For
10 C.D. PAPPAS For For
11 J.M. STANFORD For For
03 APPOINTMENT OF ERNST & YOUNG LLP AS THE Management For For
AUDITORS OF NOVA CHEMICALS.
KAMAN CORPORATION
SECURITY 483548103 MEETING TYPE Annual
TICKER SYMBOL KAMN MEETING DATE 15-Apr-2009
ISIN US4835481031 AGENDA 933002521 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1 DIRECTOR Management
1 E. REEVES CALLAWAY III For For
2 KAREN M. GARRISON For For
3 A. WILLIAM HIGGINS For For
2 TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE ENSUING
YEAR.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 21
Gabelli Enterprise Mergers and Acquisitions Fund
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
NEWALLIANCE BANCSHARES, INC.
SECURITY 650203102 MEETING TYPE Annual
TICKER SYMBOL NAL MEETING DATE 20-Apr-2009
ISIN US6502031023 AGENDA 933010287 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 ROBERT J. LYONS, JR. For For
2 ERIC A. MARZIALI For For
3 JULIA M. MCNAMARA For For
4 PEYTON R. PATTERSON For For
5 GERALD B. ROSENBERG For For
02 TO RATIFY THE APPOINTMENT OF THE FIRM OF Management For For
PRICEWATERHOUSECOOPERS, LLP AS
INDEPENDENT AUDITORS (PROPOSAL 2).
03 TO PROXIES ARE AUTHORIZED TO VOTE UPON Management For For
ANY OTHER BUSINESS THAT PROPERLY COMES
BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENTS OF THE MEETING, IN
ACCORDANCE WITH THE DETERMINATION OF A
MAJORITY OF THE BOARD OF DIRECTORS.
RTI BIOLOGICS INC
SECURITY 74975N105 MEETING TYPE Annual
TICKER SYMBOL RTIX MEETING DATE 21-Apr-2009
ISIN US74975N1054 AGENDA 933030138 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 PHILIP R. CHAPMAN For For
2 GREGORY P. RAINEY For For
NORTHWESTERN CORPORATION
SECURITY 668074305 MEETING TYPE Annual
TICKER SYMBOL NWE MEETING DATE 22-Apr-2009
ISIN US6680743050 AGENDA 933006442 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 STEPHEN P. ADIK For For
2 E. LINN DRAPER, JR. For For
3 DANA J. DYKHOUSE For For
4 JULIA L. JOHNSON For For
5 PHILIP L. MASLOWE For For
6 D. LOUIS PEOPLES For For
7 ROBERT C. ROWE For For
02 RATIFICATION OF SELECTION OF DELOITTE & Management For For
TOUCHE LLP AS INDEPENDENT REGISTERED
ACCOUNTING FIRM FOR FISCAL YEAR ENDED
DECEMBER 31, 2009.
03 APPROVAL OF NORTHWESTERN ENERGY EMPLOYEE Management For For
STOCK PURCHASE PLAN.
04 ELECTION OF DOROTHY M. BRADLEY TO THE Management For For
BOARD OF DIRECTORS.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 22
Gabelli Enterprise Mergers and Acquisitions Fund
WILLIS GROUP HOLDINGS LIMITED
SECURITY G96655108 MEETING TYPE Annual
TICKER SYMBOL WSH MEETING DATE 22-Apr-2009
ISIN BMG966551084 AGENDA 933007963 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1A ELECTION OF DIRECTOR: WILLIAM W. BRADLEY Management For For
1B ELECTION OF DIRECTOR: JOSEPH A. CALIFANO Management For For
JR.
1C ELECTION OF DIRECTOR: ANNA C. CATALANO Management For For
1D ELECTION OF DIRECTOR: SIR ROY GARDNER Management For For
1E ELECTION OF DIRECTOR: SIR JEREMY HANLEY Management For For
1F ELECTION OF DIRECTOR: ROBYN S. KRAVIT Management For For
1G ELECTION OF DIRECTOR: JEFFREY B. LANE Management For For
1H ELECTION OF DIRECTOR: WENDY E. LANE Management For For
1I ELECTION OF DIRECTOR: JAMES F. MCCANN Management For For
1J ELECTION OF DIRECTOR: JOSEPH J. PLUMERI Management For For
1K ELECTION OF DIRECTOR: DOUGLAS B. ROBERTS. Management For For
2 TO REAPPOINT DELOITTE LLP AS THE Management For For
COMPANY'S INDEPENDENT AUDITOR UNTIL THE
CLOSE OF THE NEXT ANNUAL GENERAL MEETING
AND TO AUTHORIZE THE AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS TO FIX THE
INDEPENDENT AUDITORS' REMUNERATION.
TECK COMINCO LIMITED
SECURITY 878742204 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL TCK MEETING DATE 22-Apr-2009
ISIN CA8787422044 AGENDA 933013120 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 TO ELECT AS DIRECTORS ALL NOMINEES NAMED Management For For
IN THE ACCOMPANYING MANAGEMENT PROXY
CIRCULAR.
02 TO APPOINT PRICEWATERHOUSECOOPERS LLP AS Management For For
AUDITORS AND TO AUTHORIZE THE DIRECTORS
TO FIX THE AUDITORS' REMUNERATION.
03 TO APPROVE A SPECIAL RESOLUTION Management For For
AUTHORIZING AN AMENDMENT TO THE ARTICLES
OF THE CORPORATION (I) TO DELETE IN THEIR
ENTIRETY THE AUTHORIZED BUT UNISSUED
PREFERRED SHARES SERIES 1 AND THE
AUTHORIZED BUT UNISSUED PREFERRED SHARES
SERIES 2, AND (II) TO CHANGE THE
CORPORATION'S NAME TO TECK RESOURCES
LIMITED/ RESSOURCES TECK LIMITEE.
DIEBOLD, INCORPORATED
SECURITY 253651103 MEETING TYPE Annual
TICKER SYMBOL DBD MEETING DATE 23-Apr-2009
ISIN US2536511031 AGENDA 933007886 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 PHILLIP R. COX For For
2 RICHARD L. CRANDALL For For
3 GALE S. FITZGERALD For For
4 PHILLIP B. LASSITER For For
5 JOHN N. LAUER For For
6 ERIC J. ROORDA For For
7 THOMAS W. SWIDARSKI For For
8 HENRY D.G. WALLACE For For
9 ALAN J. WEBER For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
THE COMPANY'S INDEPENDENT AUDITORS FOR
THE YEAR 2009.
03 TO APPROVE THE COMPANY'S AMENDED AND Management Abstain Against
RESTATED 1991 EQUITY AND PERFORMANCE
INCENTIVE PLAN.
TAKE-TWO INTERACTIVE SOFTWARE, INC.
SECURITY 874054109 MEETING TYPE Annual
TICKER SYMBOL TTWO MEETING DATE 23-Apr-2009
ISIN US8740541094 AGENDA 933008698 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 BEN FEDER For For
2 STRAUSS ZELNICK For For
3 ROBERT A. BOWMAN For For
4 GROVER C. BROWN For For
5 MICHAEL DORNEMANN For For
6 JOHN F. LEVY For For
7 J MOSES For For
8 MICHAEL SHERESKY For For
02 APPROVAL OF THE ADOPTION OF THE TAKE-TWO Management Against Against
INTERACTIVE SOFTWARE, INC. 2009 STOCK
INCENTIVE PLAN.
03 APPROVAL OF AN AMENDMENT TO THE RESTATED Management For For
CERTIFICATE OF INCORPORATION OF THE
COMPANY TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK FROM
100 MILLION TO 150 MILLION.
04 RATIFICATION OF THE APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING OCTOBER 31, 2009.
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE "AGAINST" PROPOSAL 5.
05 A STOCKHOLDER PROPOSAL, IF PROPERLY Shareholder Against For
PRESENTED AT THE ANNUAL MEETING.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 23
Gabelli Enterprise Mergers and Acquisitions Fund
SENSIENT TECHNOLOGIES CORPORATION
SECURITY 81725T100 MEETING TYPE Annual
TICKER SYMBOL SXT MEETING DATE 23-Apr-2009
ISIN US81725T1007 AGENDA 933012471 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 HANK BROWN For For
2 FERGUS M. CLYDESDALE For For
3 JAMES A.D. CROFT For For
4 WILLIAM V. HICKEY For For
5 KENNETH P. MANNING For For
6 PETER M. SALMON For For
7 ELAINE R. WEDRAL For For
8 ESSIE WHITELAW For For
02 PROPOSAL TO AMEND AND APPROVE THE AMENDED Management For For
AND RESTATED SENSIENT TECHNOLOGIES
CORPORATION INCENTIVE COMPENSATION PLAN
FOR ELECTED CORPORATE OFFICERS.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP, CERTIFIED PUBLIC
ACCOUNTANTS, AS THE INDEPENDENT AUDITORS
OF THE COMPANY FOR 2009.
CNA SURETY CORPORATION
SECURITY 12612L108 MEETING TYPE Annual
TICKER SYMBOL SUR MEETING DATE 23-Apr-2009
ISIN US12612L1089 AGENDA 933016328 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 PHILIP H. BRITT For For
2 ANTHONY S. CLEBERG For For
3 DAVID B. EDELSON For For
4 D. CRAIG MENSE For For
5 ROBERT A. TINSTMAN For For
6 JOHN F. WELCH For For
7 PETER W. WILSON For For
02 TO RATIFY THE AUDIT COMMITTEE'S Management For For
APPOINTMENT OF THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM,
DELOITTE & TOUCHE, FOR FISCAL YEAR 2009.
D&E COMMUNICATIONS, INC.
SECURITY 232860106 MEETING TYPE Annual
TICKER SYMBOL DECC MEETING DATE 23-Apr-2009
ISIN US2328601065 AGENDA 933024642 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 FRANK M. COUGHLIN For For
2 JAMES W. MOROZZI For For
3 D. MARK THOMAS For For
02 PROPOSAL TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT AUDITORS FOR 2009.
GROUPE DANONE
SECURITY 399449107 MEETING TYPE Annual
TICKER SYMBOL GDNNY MEETING DATE 23-Apr-2009
ISIN US3994491070 AGENDA 933050584 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
O1 APPROVAL OF THE STATUTORY FINANCIAL Management For For
STATEMENTS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2008
O2 APPROVAL OF THE CONSOLIDATED FINANCIAL Management For For
STATEMENTS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2008
O3 ALLOCATION OF THE EARNINGS FOR THE FISCAL Management For For
YEAR ENDED DECEMBER 31, 2008 AND SETTING
OF THE DIVIDEND AT EURO 1.20 PER SHARE
O4 OPTION FOR THE PAYMENT OF THE DIVIDEND IN Management For For
SHARES
O5 APPROVAL OF THE AGREEMENTS REFERRED TO IN Management For For
THE SPECIAL REPORT OF THE STATUTORY
AUDITORS
O6 RENEWAL OF THE TENURE OF MR. RICHARD Management For For
GOBLET D'ALVIELLA AS DIRECTOR
O7 RENEWAL OF THE TENURE OF MR. CHRISTIAN Management For For
LAUBIE AS DIRECTOR IN ACCORDANCE WITH
ARTICLE 15-II OF THE BY- LAWS
O8 RENEWAL OF THE TENURE OF MR. JEAN LAURENT Management For For
AS DIRECTOR
O9 RENEWAL OF THE TENURE OF MR. HAKAN Management For For
MORGREN AS DIRECTOR
O10 RENEWAL OF THE TENURE OF MR. BENOIT Management For For
POTIER AS DIRECTOR
O11 APPOINTMENT OF MRS. GUYLAINE SAUCIER AS Management For For
DIRECTOR
O12 SETTING OF DIRECTORS' ATTENDANCE FEES Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 24
Gabelli Enterprise Mergers and Acquisitions Fund
O13 AUTHORIZATION GRANTED TO THE BOARD OF Management For For
DIRECTORS TO PURCHASE, RETAIN OR TRANSFER
THE COMPANY'S SHARES
O14 CREATION OF THE DANONE ECO-SYSTEM FUND Management For For
E15 MODIFICATION OF ARTICLE 3 OF THE BY-LAWS Management For For
RELATING TO THE CORPORATE NAME
E16 HARMONIZATION OF ARTICLE 7.1 PARAGRAPH 3 Management For For
OF THE BY-LAWS WITH REGARD TO THE SHARE
CAPITAL INCREASE PROCEDURE
E17 HARMONIZATION OF ARTICLE 10.VII OF THE Management For For
BY-LAWS WITH REGARD TO THE PROCEDURE FOR
IDENTIFYING HOLDERS OF BEARER SHARES
E18 MODIFICATION OF ARTICLE 18.IV PARAGRAPH 2 Management For For
OF THE BY- LAWS RELATING TO THE HOLDING
OF BOARD OF DIRECTORS' MEETINGS BY ALL
MEANS OF TELECOMMUNICATION
E19 HARMONIZATION OF ARTICLE 22.III OF THE Management For For
BY-LAWS RELATING TO THE REGISTRATION OF
COMPANY SHARES ON THE REGISTER FOR
PARTICIPATION IN A COMPANY GENERAL
SHAREHOLDERS' MEETING
E20 MODIFICATION OF ARTICLE 26.III PARAGRAPHS Management For For
2 AND 4 OF THE BY-LAWS RELATING TO TAKING
INTO ACCOUNT THE RULES APPLYING TO
ELECTRONIC SIGNATURES IN CASE OF A VOTE
AT THE GENERAL SHAREHOLDERS' MEETING BY
MEANS OF TELECOMMUNICATION
E21 MODIFICATION OF ARTICLE 27.I OF THE Management For For
BY-LAWS IN ORDER TO GRANT THE BOARD OF
DIRECTORS THE AUTHORITY TO DECIDE OR
AUTHORIZE A BOND ISSUANCE
E22 HARMONIZATION OF ARTICLES 27.III AND Management For For
28.II OF THE BY- LAWS RELATING TO THE
CONDITIONS OF QUORUM REQUIRED FOR THE
ORDINARY AND EXTRAORDINARY SHAREHOLDERS'
MEETINGS
E23 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO ISSUE ORDINARY SHARES AND
SECURITIES GIVING ACCESS TO THE COMPANY'S
SHARE CAPITAL, WITH PREFERENTIAL
SUBSCRIPTION RIGHT OF THE SHAREHOLDERS
E24 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO ISSUE ORDINARY SHARES AND
SECURITIES GIVING ACCESS TO THE COMPANY'S
SHARE CAPITAL, WITHOUT PREFERENTIAL
SUBSCRIPTION RIGHT OF THE SHAREHOLDERS,
BUT WITH THE OBLIGATION TO GRANT A
PRIORITY PERIOD
E25 AUTHORIZATION GRANTED TO THE BOARD OF Management For For
DIRECTORS TO INCREASE THE NUMBER OF
SECURITIES TO BE ISSUED IN THE EVENT OF A
CAPITAL INCREASE WITH OR WITHOUT
PREFERENTIAL SUBSCRIPTION RIGHT OF THE
SHAREHOLDERS
E26 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO ISSUE ORDINARY SHARES AND
SECURITIES GIVING ACCESS TO THE COMPANY'S
SHARE CAPITAL IN THE EVENT OF A PUBLIC
EXCHANGE OFFER INITIATED BY THE COMPANY
E27 DELEGATION OF POWERS TO THE BOARD OF Management For For
DIRECTORS TO ISSUE ORDINARY SHARES AND
SECURITIES GIVING ACCESS TO THE COMPANY'S
SHARE CAPITAL, IN CONSIDERATION FOR THE
CONTRIBUTIONS-IN-KIND GRANTED TO THE
COMPANY AND COMPRISED OF EQUITY
SECURITIES OR SECURITIES GIVING ACCESS TO
THE SHARE CAPITAL
E28 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO INCREASE THE COMPANY'S SHARE
CAPITAL THROUGH INCORPORATION OF
RESERVES, PROFITS, PREMIUMS OR ANY OTHER
AMOUNTS THAT MAY BE CAPITALIZED
E29 DELEGATION OF AUTHORITY TO THE BOARD OF Management For For
DIRECTORS TO INCREASE THE SHARE CAPITAL
IN FAVOR OF EMPLOYEES WHO ARE MEMBERS OF
A COMPANY'S SAVINGS PLAN AND/OR TO CARRY
OUT RESERVED SALES OF SECURITIES
E30 AUTHORIZATION GRANTED TO THE BOARD OF Management For For
DIRECTORS TO GRANT OPTIONS GIVING THE
RIGHT TO SUBSCRIBE AND/OR PURCHASE SHARES
E31 AUTHORIZATION GRANTED TO THE BOARD OF Management For For
DIRECTORS TO ALLOCATE ORDINARY SHARES OF
THE COMPANY FREE OF CHARGE
E32 AUTHORIZATION GRANTED TO THE BOARD OF Management For For
DIRECTORS TO REDUCE THE SHARE CAPITAL BY
CANCELING SHARES
E33 POWERS TO EFFECT FORMALITIES Management For For
GATX CORPORATION
SECURITY 361448103 MEETING TYPE Annual
TICKER SYMBOL GMT MEETING DATE 24-Apr-2009
ISIN US3614481030 AGENDA 933010263 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 ANNE L. ARVIA For For
2 RICHARD FAIRBANKS For For
3 DEBORAH M. FRETZ For For
4 ERNST A. HABERLI For For
5 BRIAN A. KENNEY For For
6 MARK G. MCGRATH For For
7 JAMES B. REAM For For
8 DAVID S. SUTHERLAND For For
9 CASEY J. SYLLA For For
02 TO APPROVE THE "PERFORMANCE-BASED" Management For For
COMPENSATION PROVISIONS OF THE GATX
CORPORATION 2004 EQUITY INCENTIVE
COMPENSATION PLAN TO COMPLY WITH THE
REQUIREMENTS OF SECTION 162(M) OF THE
INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
03 TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR GATX
CORPORATION IN 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 25
Gabelli Enterprise Mergers and Acquisitions Fund
FERRO CORPORATION
SECURITY 315405100 MEETING TYPE Annual
TICKER SYMBOL FOE MEETING DATE 24-Apr-2009
ISIN US3154051003 AGENDA 933019576 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 JENNIE S. HWANG, PH.D. For For
2 JAMES F. KIRSCH For For
3 WILLIAM J. SHARP For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTANT
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.
ZON MULTIMEDIA - SERVICOS DE TELECOMUNICACOES E MU
SECURITY X9819B101 MEETING TYPE Annual General Meeting
TICKER SYMBOL ZON.LS MEETING DATE 28-Apr-2009
ISIN PTZON0AM0006 AGENDA 701867802 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
PLEASE NOTE THAT THIS IS AN OGM. THANK Non-Voting
YOU.
1. Approve the Management report, balance Management No
sheet and accounts, individual and Action
consolidated, and Corporate Governance
report, for the year 2008
2. Approve the application and distribution Management No
of profits and reserves Action
3. Approve the general appraisal of the Management No
Company's Management and the Supervision Action
4. Appoint the Member of the Board of Management No
Directors Action
5. Approve the acquisition and disposal of Management No
own shares Action
6. Approve to appreciate the Compensation Management No
Committee statement on the remuneration Action
policy of the Members of the Board of
Directors and the Audit Committee
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 26
Gabelli Enterprise Mergers and Acquisitions Fund
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.
MCCORMICK Management For For
1J ELECTION OF DIRECTOR: MACKEY J. MCDONALD Management For For
1K ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN Management For For
1L ELECTION OF DIRECTOR: NICHOLAS G. MOORE Management For For
1M ELECTION OF DIRECTOR: PHILIP J. QUIGLEY Management For For
1N ELECTION OF DIRECTOR: DONALD B. RICE Management For For
1O ELECTION OF DIRECTOR: JUDITH M. RUNSTAD Management For For
1P ELECTION OF DIRECTOR: STEPHEN W. SANGER Management For For
1Q ELECTION OF DIRECTOR: ROBERT K. STEEL Management For For
1R ELECTION OF DIRECTOR: JOHN G. STUMPF Management For For
1S ELECTION OF DIRECTOR: SUSAN G. SWENSON Management For For
02 PROPOSAL TO APPROVE A NON-BINDING 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.
FORTUNE BRANDS, INC.
SECURITY 349631101 MEETING TYPE Annual
TICKER SYMBOL FO MEETING DATE 28-Apr-2009
ISIN US3496311016 AGENDA 933010871 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 BRUCE A. CARBONARI For For
2 ANN F. HACKETT For For
3 DAVID M. THOMAS For For
4 RONALD V. WATERS, III For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
2009.
03 APPROVAL OF AMENDMENTS TO THE COMPANY'S Management For For
RESTATED CERTIFICATE OF INCORPORATION TO
PROVIDE FOR THE ANNUAL ELECTION OF
DIRECTORS.
04 IF PRESENTED, A SHAREHOLDER PROPOSAL Shareholder Against For
ENTITLED "ADOPT SIMPLE MAJORITY VOTE".
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.
THE PNC FINANCIAL SERVICES GROUP, INC.
SECURITY 693475105 MEETING TYPE Annual
TICKER SYMBOL PNC MEETING DATE 28-Apr-2009
ISIN US6934751057 AGENDA 933014095 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1A ELECTION OF DIRECTOR: MR. BERNDT Management For For
1B ELECTION OF DIRECTOR: MR. BUNCH Management For For
1C ELECTION OF DIRECTOR: MR. CHELLGREN Management For For
1D ELECTION OF DIRECTOR: MR. CLAY Management For For
1E ELECTION OF DIRECTOR: MS. JAMES Management For For
1F ELECTION OF DIRECTOR: MR. KELSON Management For For
1G ELECTION OF DIRECTOR: MR. LINDSAY Management For For
1H ELECTION OF DIRECTOR: MR. MASSARO Management For For
1I ELECTION OF DIRECTOR: MS. PEPPER Management For For
1J ELECTION OF DIRECTOR: MR. ROHR Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 27
Gabelli Enterprise Mergers and Acquisitions Fund
1K ELECTION OF DIRECTOR: MR. SHEPARD Management For For
1L ELECTION OF DIRECTOR: MS. STEFFES Management For For
1M ELECTION OF DIRECTOR: MR. STRIGL Management For For
1N ELECTION OF DIRECTOR: MR. THIEKE Management For For
1O ELECTION OF DIRECTOR: MR. USHER Management For For
1P ELECTION OF DIRECTOR: MR. WALLS Management For For
1Q ELECTION OF DIRECTOR: MR. WEHMEIER Management For For
02 APPROVAL OF THE PNC FINANCIAL SERVICES Management For For
GROUP, INC. EMPLOYEE STOCK PURCHASE PLAN
AS AMENDED AND RESTATED AS OF JANUARY 1,
2009.
03 RATIFICATION OF THE AUDIT COMMITTEE'S Management For For
SELECTION OF PRICEWATERHOUSECOOPERS LLP
AS PNC'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
04 APPROVAL OF AN ADVISORY VOTE ON EXECUTIVE Management For For
COMPENSATION.
05 A SHAREHOLDER PROPOSAL REGARDING EQUITY Shareholder Against For
OWNERSHIP, IF PROPERLY PRESENTED BEFORE
THE MEETING.
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
RPC, INC.
SECURITY 749660106 MEETING TYPE Annual
TICKER SYMBOL RES MEETING DATE 28-Apr-2009
ISIN US7496601060 AGENDA 933021228 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 RICHARD A. HUBBELL For For
2 LINDA H. GRAHAM For For
3 BILL J. DISMUKE For For
4 LARRY L. PRINCE For For
CH ENERGY GROUP, INC.
SECURITY 12541M102 MEETING TYPE Annual
TICKER SYMBOL CHG MEETING DATE 28-Apr-2009
ISIN US12541M1027 AGENDA 933022559 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 MANUEL J. IRAOLA For For
2 E. MICHEL KRUSE For For
3 ERNEST R. VEREBELYI For For
02 AMENDMENT TO RESTATED CERTIFICATE OF Management For For
INCORPORATION TO PROVIDE FOR THE ANNUAL
ELECTION OF DIRECTORS.
03 RATIFICATION OF APPOINTMENT OF THE Management For For
CORPORATION'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
FISHER COMMUNICATIONS, INC.
SECURITY 337756209 MEETING TYPE Annual
TICKER SYMBOL FSCI MEETING DATE 28-Apr-2009
ISIN US3377562091 AGENDA 933028688 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 DEBORAH L. BEVIER For For
2 PAUL A. BIBLE For For
3 DAVID LORBER For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
03 SHAREHOLDER PROPOSAL REQUESTING THE Shareholder Against For
DECLASSIFICATION OF THE COMPANY'S BOARD
OF DIRECTORS.
04 SHAREHOLDER PROPOSAL AMENDING THE Shareholder For Against
COMPANY'S BYLAWS TO REQUIRE SHAREHOLDER
APPROVAL OF CERTAIN COMPANY ACQUISITIONS.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 28
Gabelli Enterprise Mergers and Acquisitions Fund
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.
DPL INC.
SECURITY 233293109 MEETING TYPE Annual
TICKER SYMBOL DPL MEETING DATE 29-Apr-2009
ISIN US2332931094 AGENDA 933011099 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 PAUL R. BISHOP For For
2 FRANK F. GALLAHER For For
3 GEN. L.L. LYLES (RET.) For For
02 RATIFICATION OF KPMG LLP AS INDEPENDENT Management For For
PUBLIC ACCOUNTANT.
TENNANT COMPANY
SECURITY 880345103 MEETING TYPE Annual
TICKER SYMBOL TNC MEETING DATE 29-Apr-2009
ISIN US8803451033 AGENDA 933013675 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 JEFFREY A. BALAGNA For For
2 STEVEN A. SONNENBERG For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY.
03 IN THEIR DISCRETION, THE PROXIES ARE Management For For
AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE 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.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 29
Gabelli Enterprise Mergers and Acquisitions Fund
CIRCOR INTERNATIONAL, INC.
SECURITY 17273K109 MEETING TYPE Annual
TICKER SYMBOL CIR MEETING DATE 29-Apr-2009
ISIN US17273K1097 AGENDA 933025478 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 DAVID F. DIETZ For For
2 DOUGLAS M. HAYES For For
3 THOMAS E. NAUGLE For For
02 TO RATIFY THE SELECTION OF GRANT THORNTON Management For For
LLP AS THE COMPANY'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31,
2009.
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 THE Non-Voting
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 Jean-Bernard Management For For
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 of Management For For
reserves of up to EUR 800 million for
bonus issue or increase in par value
E.18 Grant authority for the filing of Management For For
required documents/other formalities
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 30
Gabelli Enterprise Mergers and Acquisitions Fund
UCB SA, BRUXELLES
SECURITY B93562120 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL UCBJF.PK MEETING DATE 30-Apr-2009
ISIN BE0003739530 AGENDA 701883527 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: 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.
1. Amend, in accordance with Article 526 bis Management No
of the Companies Code, Article 20 of the Action
Articles of Association as specified
2. Amend, in accordance with Article 18 of Management No
the law of 02 MAY 2007 [Transparency Action
Lat], Article 38 of the Articles of
Association as specified
3. Grant all necessary powers, including the Management No
right to delegate such powers, to various Action
persons for the purpose of drawing up the
final version of the Articles of
Association
UCB SA, BRUXELLES
SECURITY B93562120 MEETING TYPE MIX
TICKER SYMBOL UCBJF.PK MEETING DATE 30-Apr-2009
ISIN BE0003739530 AGENDA 701885090 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: 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
O.1 Receive the Directors report Non-Voting
O.2 Receive the Auditors report Non-Voting
O.3 Approve the financial statements and Management No
allocation of income Action
O.4 Approve to discharge the Directors Management No
Action
O.5 Approve to discharge the Auditors Management No
Action
O.6.1 Re-elect Mr. Karel Boone as an Management No
Independent Director Action
O.6.2 Re-elect Mr. Gaetan Van De Werve as a Management No
Director Action
O.6.3 Ratify the PricewaterhouseCoopers as the Management No
Auditors and approve the Auditors Action
remuneration
E.7 Authorize the Board of Directors to Management No
allocate a number of 278,000 to 450,000 Action
maximum free shares; of which 200,000
maximum to personal of the leadership
team in 2009, namely to about 45
individuals, according to allocation
criteria linked to the level of
responsibility of those concerned; the
allocations of these free shares will
take place on completion of the
condition that the interested parties
remain employed within the UCB Group for
a period of at least 3 years after the
grant of awards; of which 250,000 maximum
to employees Members of the Leadership
Team qualifying for the Performance Share
Plan and for which payout will occur
after a three year vesting period and
will vary from 0% to 150% of the granted
amount depending on the level of
achievement of the performance conditions
at the moment of grant
PLEASE NOTE THAT THIS IS AN AGM. THANK Non-Voting
YOU.
PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting
CHANGE IN MEETING TYPE.IF YOU HAVE
ALR-EADY SENT IN YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU
DECID-E TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
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.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 31
Gabelli Enterprise Mergers and Acquisitions Fund
NSTAR
SECURITY 67019E107 MEETING TYPE Annual
TICKER SYMBOL NST MEETING DATE 30-Apr-2009
ISIN US67019E1073 AGENDA 933012863 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 THOMAS G. DIGNAN, JR. For For
2 MATINA S. HORNER For For
3 GERALD L. WILSON For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR 2009.
03 TO AMEND SECTION 52 OF THE COMPANY'S Management For For
DECLARATION OF TRUST TO REQUIRE A
MAJORITY VOTE STANDARD FOR THE ELECTION
OF TRUSTEES IN UNCONTESTED ELECTIONS.
MYERS INDUSTRIES, INC.
SECURITY 628464109 MEETING TYPE Annual
TICKER SYMBOL MYE MEETING DATE 30-Apr-2009
ISIN US6284641098 AGENDA 933020050 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR
1 KEITH A. BROWN For For
2 VINCENT C. BYRD For For
3 EDWARD F. CRAWFORD For Against
4 CLARENCE A. DAVIS For Against
5 STEPHEN E. MYERS For For
6 GARY DAVIS For Against
7 AVRUM GRAY For Against
8 JON H. OUTCALT For For
9 ROBERT A. STEFANKO For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management
THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL 2009. For For
03 TO APPROVE THE ADOPTION OF THE 2008 Management
INCENTIVE STOCK PLAN. Against Against
04 TO APPROVE AND ADOPT AN AMENDMENT TO THE Management
CODE OF REGULATIONS. Against Against
CAREER EDUCATION CORPORATION
SECURITY 141665109 MEETING TYPE Annual
TICKER SYMBOL CECO MEETING DATE 30-Apr-2009
ISIN US1416651099 AGENDA 933023258 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1A ELECTION OF DIRECTOR: DENNIS H. Management For For
CHOOKASZIAN
1B ELECTION OF DIRECTOR: DAVID W. DEVONSHIRE Management For For
1C ELECTION OF DIRECTOR: PATRICK W. GROSS Management For For
1D ELECTION OF DIRECTOR: GREGORY L. JACKSON Management For For
1E ELECTION OF DIRECTOR: THOMAS B. LALLY Management For For
1F ELECTION OF DIRECTOR: STEVEN H. LESNIK Management For For
1G ELECTION OF DIRECTOR: GARY E. MCCULLOUGH Management For For
1H ELECTION OF DIRECTOR: EDWARD A. SNYDER Management For For
1I ELECTION OF DIRECTOR: LESLIE T. THORNTON Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE YEAR ENDING DECEMBER 31,
2009.
ALLERGAN, INC.
SECURITY 018490102 MEETING TYPE Annual
TICKER SYMBOL AGN MEETING DATE 30-Apr-2009
ISIN US0184901025 AGENDA 933026812 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1A ELECTION OF DIRECTOR: HERBERT W. BOYER, Management For For
PH.D.
1B ELECTION OF DIRECTOR: ROBERT A. INGRAM Management For For
1C ELECTION OF DIRECTOR: DAVID E.I. PYOTT Management For For
1D ELECTION OF DIRECTOR: RUSSELL T. RAY Management For For
02 TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
2009.
03 TO APPROVE A STOCKHOLDER PROPOSAL Shareholder Against For
REGARDING ADDITIONAL ANIMAL TESTING
DISCLOSURE.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 32
Gabelli Enterprise Mergers and Acquisitions Fund
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.
IMS HEALTH INCORPORATED
SECURITY 449934108 MEETING TYPE Annual
TICKER SYMBOL RX MEETING DATE 01-May-2009
ISIN US4499341083 AGENDA 933027117 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1A ELECTION OF DIRECTOR: H. EUGENE LOCKHART Management For For
1B ELECTION OF DIRECTOR: BRADLEY T. SHEARES Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
2009.
03 APPROVAL OF THE AMENDMENTS TO THE Management For For
RESTATED CERTIFICATE OF INCORPORATION TO
ELIMINATE THE SUPERMAJORITY VOTE
PROVISIONS.
TOOTSIE ROLL INDUSTRIES, INC.
SECURITY 890516107 MEETING TYPE Annual
TICKER SYMBOL TR MEETING DATE 04-May-2009
ISIN US8905161076 AGENDA 933018423 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 MELVIN J. GORDON For For
2 ELLEN R. GORDON For For
3 LANE JANE LEWIS-BRENT For For
4 BARRE A. SEIBERT For For
5 RICHARD P. BERGEMAN For For
02 RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR 2009.
GREAT PLAINS ENERGY INCORPORATED
SECURITY 391164100 MEETING TYPE Annual
TICKER SYMBOL GXP MEETING DATE 05-May-2009
ISIN US3911641005 AGENDA 933016998 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 D.L. BODDE For For
2 M.J. CHESSER For For
3 W.H. DOWNEY For For
4 R.C. FERGUSON, JR. For For
5 G.D. FORSEE For For
6 J.A. MITCHELL For For
7 W.C. NELSON For For
8 L.H. TALBOTT For For
9 R.H. WEST For For
02 RATIFICATION OF APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS INDEPENDENT AUDITORS FOR
2009.
03 THE APPROVAL OF AN AMENDMENT TO THE Management For For
COMPANY'S ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK, WITHOUT PAR VALUE, FROM
150,000,000 TO 250,000,000.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 33
Gabelli Enterprise Mergers and Acquisitions Fund
O'REILLY AUTOMOTIVE, INC.
SECURITY 686091109 MEETING TYPE Annual
TICKER SYMBOL ORLY MEETING DATE 05-May-2009
ISIN US6860911097 AGENDA 933017471 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 CHARLES H. O'REILLY JR. For For
2 JOHN MURPHY For For
3 RONALD RASHKOW For For
02 RATIFICATION OF APPOINTMENT OF ERNST & Management For For
YOUNG, LLP, AS INDEPENDENT AUDITORS.
03 APPROVAL OF THE 2009 STOCK PURCHASE PLAN. Management For For
04 APPROVAL OF THE 2009 INCENTIVE PLAN. Management Against Against
ARGO GROUP INTERNATIONAL HOLDINGS, LTD.
SECURITY G0464B107 MEETING TYPE Annual
TICKER SYMBOL AGII MEETING DATE 05-May-2009
ISIN BMG0464B1072 AGENDA 933018079 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 MURAL R. JOSEPHSON For For
2 JOHN R. POWER, JR. For For
3 GARY V. WOODS For For
02 TO CONSIDER AND APPROVE THE Management For For
RECOMMENDATION OF THE AUDIT COMMITTEE OF
OUR BOARD OF DIRECTORS THAT ERNST & YOUNG
LLP BE APPOINTED AS OUR INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009 AND TO REFER THE
DETERMINATION OF THE INDEPENDENT
AUDITORS' REMUNERATION TO THE AUDIT
COMMITTEE OF OUR BOARD OF DIRECTORS.
ROWAN COMPANIES, INC.
SECURITY 779382100 MEETING TYPE Annual
TICKER SYMBOL RDC MEETING DATE 05-May-2009
ISIN US7793821007 AGENDA 933018221 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 THOMAS R. HIX For For
2 ROBERT E. KRAMEK For For
3 FREDERICK R. LAUSEN For For
4 LAWRENCE J. RUISI For For
02 APPROVE THE 2009 ROWAN COMPANIES, INC. Management For For
INCENTIVE PLAN.
03 RATIFY THE APPOINTMENT OF DELOITTE TOUCHE Management For For
LLP AS INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2009.
BRISTOL-MYERS SQUIBB COMPANY
SECURITY 110122108 MEETING TYPE Annual
TICKER SYMBOL BMY MEETING DATE 05-May-2009
ISIN US1101221083 AGENDA 933018372 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1A ELECTION OF DIRECTOR: L. ANDREOTTI Management For For
1B ELECTION OF DIRECTOR: L.B. CAMPBELL Management For For
1C ELECTION OF DIRECTOR: J.M. CORNELIUS Management For For
1D ELECTION OF DIRECTOR: L.J. FREEH Management For For
1E ELECTION OF DIRECTOR: L.H. GLIMCHER, M.D. Management For For
1F ELECTION OF DIRECTOR: M. GROBSTEIN Management For For
1G ELECTION OF DIRECTOR: L. JOHANSSON Management For For
1H ELECTION OF DIRECTOR: A.J. LACY Management For For
1I ELECTION OF DIRECTOR: V.L. SATO, PH.D. Management For For
1J ELECTION OF DIRECTOR: T.D. WEST, JR. Management For For
1K ELECTION OF DIRECTOR: R.S. WILLIAMS, M.D. Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
03 EXECUTIVE COMPENSATION DISCLOSURE. Shareholder Against For
04 SIMPLE MAJORITY VOTE. Shareholder Against For
05 SPECIAL SHAREOWNER MEETINGS. Shareholder Against For
06 EXECUTIVE COMPENSATION ADVISORY VOTE. Shareholder Against For
YOUNG INNOVATIONS, INC.
SECURITY 987520103 MEETING TYPE Annual
TICKER SYMBOL YDNT MEETING DATE 05-May-2009
ISIN US9875201033 AGENDA 933033564 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 GEORGE E. RICHMOND For For
2 ALFRED E. BRENNAN For For
3 BRIAN F. BREMER For For
4 P.J. FERRILLO, JR. For For
5 RICHARD J. BLISS For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 34
Gabelli Enterprise Mergers and Acquisitions Fund
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
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.
EXACTECH, INC.
SECURITY 30064E109 MEETING TYPE Annual
TICKER SYMBOL EXAC MEETING DATE 07-May-2009
ISIN US30064E1091 AGENDA 933022078 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1 DIRECTOR Management
1 WILLIAM PETTY For For
2 ALBERT BURSTEIN For For
2 APPROVE AND ADOPT THE EXACTECH, INC. 2009 Management Against Against
EXECUTIVE INCENTIVE COMPENSATION PLAN
3 APPROVE AND ADOPT THE EXACTECH, INC. 2009 Management For For
EMPLOYEE STOCK PURCHASE PLAN
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 35
Gabelli Enterprise Mergers and Acquisitions Fund
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.
ALCOA INC.
SECURITY 013817101 MEETING TYPE Annual
TICKER SYMBOL AA MEETING DATE 08-May-2009
ISIN US0138171014 AGENDA 933026165 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 KATHRYN S. FULLER For For
2 JUDITH M. GUERON For For
3 PATRICIA F. RUSSO For For
4 ERNESTO ZEDILLO For For
02 PROPOSAL TO RATIFY THE INDEPENDENT
AUDITOR Management For For
03 PROPOSAL TO APPROVE 2009 ALCOA STOCK Management Against Against
INCENTIVE PLAN
04 SHAREHOLDER PROPOSAL: SIMPLE MAJORITY
VOTE Shareholder Against For
FALCONSTOR SOFTWARE, INC.
SECURITY 306137100 MEETING TYPE Annual
TICKER SYMBOL FALC MEETING DATE 08-May-2009
ISIN US3061371007 AGENDA 933038021 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 STEVEN L. BOCK For For
2 PATRICK B. CARNEY For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY 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
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 36
Gabelli Enterprise Mergers and Acquisitions Fund
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.
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.
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.
MIDAS, INC.
SECURITY 595626102 MEETING TYPE Annual
TICKER SYMBOL MDS MEETING DATE 12-May-2009
ISIN US5956261029 AGENDA 933048654 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 JAROBIN GILBERT, JR. For For
2 DIANE L. ROUTSON For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG Management For For
LLP AS THE INDEPENDENT AUDITORS OF MIDAS,
INC. FOR THE FISCAL YEAR ENDING JANUARY
2, 2010.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 37
Gabelli Enterprise Mergers and Acquisitions Fund
WESTERNZAGROS RESOURCES LTD.
SECURITY 960008100 MEETING TYPE Annual and Special Meeti
TICKER SYMBOL WZGRF MEETING DATE 12-May-2009
ISIN CA9600081009 AGENDA 933061171 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 ON THE ELECTION OF DIRECTORS, FOR THE Management For For
NOMINEES SET FORTH IN THE INFORMATION
CIRCULAR OF THE CORPORATION DATED MARCH
26, 2009 (THE "INFORMATION CIRCULAR").
02 ON THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP, CHARTERED
ACCOUNTANTS, AS AUDITORS OF THE
CORPORATION.
03 ON THE APPROVAL OF THE CORPORATION'S Management For For
EXISTING STOCK OPTION PLAN AS REQUIRED BY
THE TSX VENTURE EXCHANGE.
ERAMET SA, PARIS
SECURITY F3145H130 MEETING TYPE MIX
TICKER SYMBOL ERA.PA MEETING DATE 13-May-2009
ISIN FR0000131757 AGENDA 701927874 - 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
PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AN-D
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 555616 DUE TO DELETION
OF-RESOLUTION. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED
AND-YOU WILL NEED TO REINSTRUCT ON THIS
MEETING NOTICE. THANK YOU.
O.1 Approve, having considered the reports of Management For For
the Board of Directors and the Auditors,
the Company's financial statements for
the YE 31 DEC 2008, as presented
O.2 Approve, having heard the reports of the Management For For
Board of Directors and the Auditors, the
consolidated financial statements for the
said FY, in the form presented to the
meeting
O.3 Approve, after hearing the special report Management For For
of the Auditors on agreements governed by
Article L.225-38 et sequence, of the
French Commercial Code, the said report
and the agreements referred to there in
O.4 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 148,158,539.81
prior retained earnings: EUR
471,251,378.41 [including EUR
1,863,215.96 corresponding to the voted
but un-paid dividend of the shares self
held by Eramet on the date of the
dividend payment carried out in 2008]
legal reserve: 94,521.04 distributable
income: EUR 619,315,397.18 global
dividend: EUR 137,629,962.75, retained
earnings: EUR 481,685,434.43 the
shareholders will receive a net dividend
of EUR 5.25 per share, this dividend will
be paid on 25 MAY, 2009, as required by
Law, it is reminded that, for the last 3
FY, the dividends paid, were as follows:
EUR 2.10 for FY 2005 ,EUR 2.90 for FY
2006 ,EUR 6.00 for FY 2007
O.5 Approve to renew the appointment of Mr. Management For For
Harold Martin as a Director for period of
4 years
O.6 Approve to renew the appointment of Mr. Management For For
Jean-Herve Lorenzi as a Director for
period of 4 years
O.7 Approve to renew for a 6-year period, the Management For For
appointment of the firm of Ernst and
Young Audit, represented by Mr. Aymeric
de Lamorandiere, as a statutory Auditor
and the Company Auditex as a Deputy
Auditor
O.8 Approve to renew for a 6-year period, the Management For For
appointment of the firm of Deloitte Et
Associes represented by Mr. Alain
Penanguer, as a statutory Auditor and the
Company B.E.A.S. as a Deputy Auditor
O.9 Authorize the Board of Directors to Management For For
trade, including during a period of a
public offering, and by all means, in the
Company's shares on the stock market,
subject to the conditions described
below: maximum purchase price: EUR
500.00, maximum number of shares to be
acquired: 10% of the share capital,
maximum funds invested in the share
buybacks: EUR 1,310,869,000.00, and to
take all necessary measures and
accomplish all necessary formalities
E.10 Authorize the Board of Directors, under Management For For
the suspensive condition of the adoption
of Resolution 9, to reduce the share
capital, on 1 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,
up to a maximum of 10% of the share
capital, [Authority expires at the end of
26 month period]; this delegation of
powers supersedes any and all earlier
delegations to the same effect, and take
all necessary measures and accomplish all
necessary formalities
E.11 Authorize the Board of Directors to Management For For
increase on 1 or more occasions and at
its sole discretion, in France or abroad,
the share capital up to a maximum nominal
amount of EUR 24,000,000.00, by issuance,
with the shareholders' preferred
subscription rights maintained, of
shares, various securities and equity
warrants, to take all necessary measures
and accomplish all necessary formalities,
the shareholders' meeting delegates to
the board of directors all powers to
charge the share issuance costs 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, this
delegation of powers supersedes any and
all earlier delegations to the same
effect, this delegation is given for the
period in accordance with the legal
requirements
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 38
Gabelli Enterprise Mergers and Acquisitions Fund
E.12 Authorize in order to increase the share Management For For
capital, in 1 or more occasions, by a
maximum nominal amount of EUR
24,000,000.00, either by way of
capitalizing reserves, profits, premiums
or othermeans, provided that such
capitalization is allowed by law and
under the By-Laws, or also by the
combination with a share capital increase
to be paid in cash carried out by virtue
of Resolution 11, and by issuing bonus
shares or raisin g the par value of
existing shares, or by a combination of
these methods, and to take all necessary
measures and accomplish all necessary
formalities, this delegation of powers
supersedes any and all earlier
delegations to the same effect, this
delegation is given for the period in
accordance with the legal requirements
E.13 Authorize the Board of Directors to Management For For
increase on 1 or more occasions, in
France or abroad, the share capital up to
a maximum nominal a mount of EUR
24,000,000.00, with cancellation of the
shareholders' preferred subscription
rights, by: the issuance carried out by
the Company, of new shares to subscribe,
securities [other than shares giving
right to the allocation of equities], and
equity warrants, the issuance carried out
by its related Companies, of bonds with
warrants to subscribe shares in the
Eramet Company, and securities giving
access to the allocation of equities, and
to take all necessary measures and
accomplish all necessary formalities, the
shareholders' meeting delegates to the
board of directors all powers to charge
the share issuance
E.14 Approve to authorize the capital increase Management For For
of up to 10% of issued capital for future
acquisitions
E.15 Approve to set global limit for capital Management For For
increase to result from all issuance
requests at EUR 24 Million
E.16 Approve the Board to issue shares in the Management For For
event of a public tender offer or share
exchange offer
E.17 Approve the Employee Stock Purchase Plan Management For For
E.18 Approve to authorize up to 85,000 Shares Management For For
for use in Restricted Stock Plan
E.19 Authorize filing of required Management For For
documents/other formalities
TENNECO INC.
SECURITY 880349105 MEETING TYPE Annual
TICKER SYMBOL TEN MEETING DATE 13-May-2009
ISIN US8803491054 AGENDA 933029274 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1A ELECTION OF DIRECTOR: CHARLES W. CRAMB Management For For
1B ELECTION OF DIRECTOR: DENNIS J. LETHAM Management For For
1C ELECTION OF DIRECTOR: FRANK E. MACHER Management For For
1D ELECTION OF DIRECTOR: HARI N. NAIR Management For For
1E ELECTION OF DIRECTOR: ROGER B. PORTER Management For For
1F ELECTION OF DIRECTOR: DAVID B. PRICE, JR. Management For For
1G ELECTION OF DIRECTOR: GREGG M. SHERRILL Management For For
1H ELECTION OF DIRECTOR: PAUL T. STECKO Management For For
1I ELECTION OF DIRECTOR: MITSUNOBU TAKEUCHI Management For For
1J ELECTION OF DIRECTOR: JANE L. WARNER Management For For
02 APPROVE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
2009.
03 APPROVE AMENDMENT OF THE TENNECO INC. Management Against Against
2006 LONG- TERM INCENTIVE PLAN TO
INCREASE SHARES AVAILABLE BY 2.3 MILLION,
WITH EACH SHARE UNDERLYING AN AWARD
COUNTING AS ONE SHARE AGAINST THE TOTAL
PLAN AVAILABILITY.
INTEGRYS ENERGY GROUP INC
SECURITY 45822P105 MEETING TYPE Annual
TICKER SYMBOL TEG MEETING DATE 13-May-2009
ISIN US45822P1057 AGENDA 933035405 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 KEITH E. BAILEY For For
2 K.M. HASSELBLAD-PASCALE For For
3 JOHN W. HIGGINS For For
4 JAMES L. KEMERLING For For
5 CHARLES A. SCHROCK For For
02 RATIFY THE SELECTION OF DELOITTE & TOUCHE Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR INTEGRYS ENERGY GROUP
AND ITS SUBSIDIARIES FOR 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 39
Gabelli Enterprise Mergers and Acquisitions Fund
REPUBLIC SERVICES, INC.
SECURITY 760759100 MEETING TYPE Annual
TICKER SYMBOL RSG MEETING DATE 14-May-2009
ISIN US7607591002 AGENDA 933032461 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1 DIRECTOR Management
1 JAMES E. O'CONNOR For For
2 JOHN W. CROGHAN For For
3 JAMES W. CROWNOVER For For
4 WILLIAM J. FLYNN For For
5 DAVID I. FOLEY For For
6 NOLAN LEHMANN For For
7 W. LEE NUTTER For For
8 RAMON A. RODRIGUEZ For For
9 ALLAN C. SORENSEN For For
10 JOHN M. TRANI For For
11 MICHAEL W. WICKHAM For For
2 RATIFICATION OF THE APPOINTMENT OF ERNST Management For For
& YOUNG AS THE COMPANY'S INDEPENDENT
PUBLIC ACCOUNTANTS FOR 2009.
3 APPROVAL OF THE REPUBLIC SERVICES, INC. Management For For
EXECUTIVE INCENTIVE PLAN.
4 APPROVAL OF THE REPUBLIC SERVICES, INC. Management For For
2009 EMPLOYEE STOCK PURCHASE PLAN.
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 DIVIDEND. Management For For
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.
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
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 40
Gabelli Enterprise Mergers and Acquisitions Fund
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
ICU MEDICAL, INC.
SECURITY 44930G107 MEETING TYPE Annual
TICKER SYMBOL ICUI MEETING DATE 15-May-2009
ISIN US44930G1076 AGENDA 933057906 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 JACK W. BROWN For For
2 RICHARD H. SHERMAN M.D. For For
02 PROPOSAL TO RATIFY SELECTION OF DELOITTE Management For For
& TOUCHE LLP AS AUDITORS FOR THE COMPANY
SCHERING-PLOUGH CORPORATION
SECURITY 806605101 MEETING TYPE Annual
TICKER SYMBOL SGP MEETING DATE 18-May-2009
ISIN US8066051017 AGENDA 933071920 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 THOMAS J. COLLIGAN For For
2 FRED HASSAN For For
3 C. ROBERT KIDDER For For
4 EUGENE R. MCGRATH For For
5 ANTONIO M. PEREZ For For
6 PATRICIA F. RUSSO For For
7 JACK L. STAHL For For
8 CRAIG B. THOMPSON, M.D. For For
9 KATHRYN C. TURNER For For
10 ROBERT F.W. VAN OORDT For For
11 ARTHUR F. WEINBACH For For
02 RATIFY THE DESIGNATION OF DELOITTE & Management For For
TOUCHE LLP AS AUDITOR FOR 2009.
03 SHAREHOLDER PROPOSAL RE CUMULATIVE
VOTING. Shareholder Against For
04 SHAREHOLDER PROPOSAL RE CALLING SPECIAL Shareholder Against For
MEETING.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 41
Gabelli Enterprise Mergers and Acquisitions Fund
ANADARKO PETROLEUM CORPORATION
SECURITY 032511107 MEETING TYPE Annual
TICKER SYMBOL APC MEETING DATE 19-May-2009
ISIN US0325111070 AGENDA 933038374 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1A ELECTION OF DIRECTOR: ROBERT J. ALLISON, Management For For
JR.
1B ELECTION OF DIRECTOR: PETER J. FLUOR Management For For
1C ELECTION OF DIRECTOR: JOHN W.
PODUSKA, SR. Management For For
1D ELECTION OF DIRECTOR: PAULA ROSPUT Management For For
REYNOLDS
02 RATIFICATION OF APPOINTMENT OF KPMG LLP Management For For
AS INDEPENDENT AUDITORS.
03 APPROVAL OF AMENDMENT TO RESTATED Management For For
CERTIFICATE OF INCORPORATION, AS AMENDED.
04 STOCKHOLDER PROPOSAL - AMENDMENT TO NON- Shareholder Against For
DISCRIMINATION POLICY.
DR PEPPER SNAPPLE GROUP INC
SECURITY 26138E109 MEETING TYPE Annual
TICKER SYMBOL DPS MEETING DATE 19-May-2009
ISIN US26138E1091 AGENDA 933040519 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1A ELECTION OF DIRECTOR: PAMELA H. PATSLEY Management For For
1B ELECTION OF DIRECTOR: M. ANNE SZOSTAK Management For For
1C ELECTION OF DIRECTOR: MICHAEL F.
WEINSTEIN Management For For
02 TO APPROVE AND ADOPT THE MANAGEMENT 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.
FLUSHING FINANCIAL CORPORATION
SECURITY 343873105 MEETING TYPE Annual
TICKER SYMBOL FFIC MEETING DATE 19-May-2009
ISIN US3438731057 AGENDA 933047373 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 STEVEN J. D'IORIO For For
2 LOUIS C. GRASSI For For
3 SAM HAN For For
4 JOHN E. ROE, SR. For For
02 ADVISORY APPROVAL OF FLUSHING FINANCIAL Management For For
CORPORATION'S EXECUTIVE COMPENSATION
PROGRAMS.
03 RATIFICATION OF APPOINTMENT OF GRANT Management For For
THORNTON, LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR YEAR ENDING
DECEMBER 31, 2009.
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
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 42
Gabelli Enterprise Mergers and Acquisitions Fund
BERU AG, LUDWIGSBURG
SECURITY D1015D108 MEETING TYPE Annual General Meeting
TICKER SYMBOL BRUXF.PK MEETING DATE 20-May-2009
ISIN DE0005072102 AGENDA 701891485 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
AS A CONDITION OF VOTING, GERMAN MARKET Non-Voting
REGULATIONS REQUIRE THAT YOU
DISCLOSE-WHETHER YOU HAVE A CONTROLLING
OR PERSONAL INTEREST IN THIS COMPANY.
SHOULD EI-THER BE THE CASE, PLEASE
CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE SO THAT WE-MAY LODGE YOUR
INSTRUCTIONS ACCORDINGLY. IF YOU DO NOT
HAVE A CONTROLLING OR- PERSONAL INTEREST,
SUBMIT YOUR VOTE AS NORMAL. THANK YOU
PLEASE NOTE THAT THE TRUE RECORD DATE FOR Non-Voting
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
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 Association Management For For
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
BELDEN INC.
SECURITY 077454106 MEETING TYPE Annual
TICKER SYMBOL BDC MEETING DATE 20-May-2009
ISIN US0774541066 AGENDA 933038451 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 DAVID ALDRICH For For
2 LORNE D. BAIN For For
3 LANCE C. BALK For For
4 JUDY L. BROWN For For
5 BRYAN C. CRESSEY For For
6 GLENN KALNASY For For
7 MARY S. MCLEOD For For
8 JOHN M. MONTER For For
9 BERNARD G. RETHORE For For
10 JOHN S. STROUP For For
02 TO AUTHORIZE AN ADDITIONAL 2,200,000 Management Against Against
SHARES FOR THE CABLE DESIGN TECHNOLOGIES
CORPORATION 2001 LONG- TERM PERFORMANCE
INCENTIVE PLAN AND APPROVE OTHER PLAN
AMENDMENTS DESCRIBED IN THE PROXY
STATEMENT.
ALPHA NATURAL RESOURCES, INC.
SECURITY 02076X102 MEETING TYPE Annual
TICKER SYMBOL ANR MEETING DATE 20-May-2009
ISIN US02076X1028 AGENDA 933040216 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 MARY ELLEN BOWERS For For
2 JOHN S. BRINZO For For
3 HERMANN BUERGER For For
4 KEVIN S. CRUTCHFIELD For For
5 E. LINN DRAPER, JR. For For
6 GLENN A. EISENBERG For For
7 JOHN W. FOX, JR. For For
8 MICHAEL J. QUILLEN For For
9 TED G. WOOD For For
02 TO AMEND THE RESTATED CERTIFICATE OF Management For For
INCORPORATION.
03 TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 43
Gabelli Enterprise Mergers and Acquisitions Fund
INTERACTIVE DATA CORPORATION
SECURITY 45840J107 MEETING TYPE Annual
TICKER SYMBOL IDC MEETING DATE 20-May-2009
ISIN US45840J1079 AGENDA 933046484 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1 DIRECTORS Management
1 RAYMOND L. D'ARCY For For
2 MYRA R. DRUCKER For For
3 RONA A. FAIRHEAD For For
4 DONALD P. GREENBERG For For
5 CASPAR J.A. HOBBS For For
6 PHILIP J. HOFFMAN For For
7 ROBERT C. LAMB JR. For For
2 RATIFICATION OF THE APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2009.
3 APPROVE OUR 2009 LONG-TERM INCENTIVE PLAN. Management Against Against
ASIA SATELLITE TELECOMMUNICATIONS HLDGS LTD
SECURITY G0534R108 MEETING TYPE Annual General Meeting
TICKER SYMBOL AISLF.PK MEETING DATE 21-May-2009
ISIN BMG0534R1088 AGENDA 701912176 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR "AGAINST" FOR-ALL
THE RESOLUTIONS. THANK YOU.
1. Receive and approve the audited Management For For
consolidated financial statements and the
reports of the Directors and the Auditors
of the Company for the YE 31 DEC 2008
2. Declare a final dividend for the YE 31 Management For For
DEC 2008
3.A Re-elect Mr. M. I. Zeng Xin as a Director Management For For
3.B Re-elect Mr. Sherwood P. Dodge as a Management For For
Director
3.C Re-elect Mr. Mark Chen as a Director Management For For
3.D Re-elect Mr. Guan Yi as a Director Management For For
3.E Re-elect Mr. James Watkins as a Director Management For For
3.F Authorize the Board to fix the Management For For
remuneration of the Directors
4. Re-appoint PricewaterhouseCoopers as the Management For For
Auditors of the Company and authorize the
Board to fix their remuneration for the
YE 31 DEC 2009
5. Authorize the Directors, subject to this Management For For
resolution, to allot, issue, grant,
distribute and otherwise deal with
additional shares and to make, issue or
grant offers, agreements, options,
warrants and other securities which will
or might require shares to be allotted,
issued, granted, distributed or otherwise
dealt with during or after the end of the
relevant period, the aggregate nominal
amount of share capital allotted, issued,
granted, distributed or otherwise dealt
with or agreed conditionally or
unconditionally to be allotted, issued,
granted, distributed or otherwise dealt
with [whether pursuant to an option,
conversion or otherwise] by the Directors
pursuant to this resolution, otherwise
than pursuant to: (i) a rights issue; or
(ii) the exercise of any options granted
under the Company's Share Option Scheme,
and/or any issue of shares upon the
granting of award shares in the Company's
Share Award Scheme; or (iii) any issue of
shares upon the exercise of rights of
subscription or conversion under the
terms of any warrant issued by the
Company or any securities which are
convertible into shares; shall not exceed
the aggregate of: (a) 10% of the
aggregate nominal amount of the share
capital of the Company in issue as at the
date of passing this resolution; and (b)
[if the Directors are so authorized by a
separate resolution of the shareholders]
the aggregate nominal amount of share
capital of the Company repurchased by the
Company subsequent to the passing of this
resolution [up to a maximum equivalent to
10% of the aggregate nominal amount of
the share capital of the Company in issue
as at the date of this resolution]; and
the said approval shall be limited
accordingly; [Authority expires at the
conclusion of the next AGM of the Company
or the expiration of the period within
which the next AGM of the Company is
required by the Bye-laws or by any
applicable Law to be held]
6. Approve the Directors, subject to this Management For For
resolution, to purchase shares on the
Stock Exchange or of any other Stock
Exchange on which the shares may be
listed and recognized for this purpose by
the SFC and the stock exchange for such
purpose, in accordance with all
applicable laws in this regard; approve
the aggregate nominal amount of shares
which may be purchased or agreed
conditionally or unconditionally to be
purchased by the Company shall not exceed
10% of the aggregate nominal amount of
the issued share capital of the Company
as at the date of passing this
resolution, and the said approval shall
be limited accordingly; [Authority
expires at the conclusion of the next AGM
of the Company or the expiration of the
period within which the AGM of the
Company is required by the Bye-laws or by
any other applicable Law to be held]
7. Approve the condition on the passing of Management For For
Resolutions (5) and (6) above, the
general mandate granted to the Directors
of the Company to allot, issue and
otherwise deal with additional shares and
to make or grant offers, agreements,
options, warrants, and other securities
which might require the exercise of such
power pursuant to Resolution (5) be
extended by the addition thereto of an
amount representing the aggregate nominal
amount of the share capital of the
Company repurchased by the Company under
the authority granted pursuant to
Resolution (6), provided that such amount
shall not exceed 10% of the aggregate
nominal amount of the issued share
capital of the Company as at the date of
passing the resolution
PLEASE NOTE THAT THIS IS A REVISION DUE 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 44
Gabelli Enterprise Mergers and Acquisitions Fund
BORLAND SOFTWARE CORPORATION
SECURITY 099849101 MEETING TYPE Annual
TICKER SYMBOL BORL MEETING DATE 21-May-2009
ISIN US0998491015 AGENDA 933034819 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 JOHN F. OLSEN For For
2 CHARLES F. KANE For For
3 WILLIAM K. HOOPER For For
4 T. MICHAEL NEVENS For For
5 TOD NIELSEN For For
6 ROBERT M. TARKOFF For For
7 BRYAN LEBLANC For For
02 APPROVE A PROPOSAL TO PROVIDE THE BOARD Management For For
OF DIRECTORS WITH DISCRETION TO EFFECT A
REVERSE STOCK SPLIT.
03 RATIFY THE SELECTION OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2009.
BOYD GAMING CORPORATION
SECURITY 103304101 MEETING TYPE Annual
TICKER SYMBOL BYD MEETING DATE 21-May-2009
ISIN US1033041013 AGENDA 933038932 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1 DIRECTOR Management
1 ROBERT L. BOUGHNER For For
2 WILLIAM R. BOYD For For
3 WILLIAM S. BOYD For For
4 THOMAS V. GIRARDI For For
5 MARIANNE BOYD JOHNSON For For
6 BILLY G. MCCOY For For
7 FREDERICK J. SCHWAB For For
8 KEITH E. SMITH For For
9 CHRISTINE J. SPADAFOR For For
10 PETER M. THOMAS For For
11 VERONICA J. WILSON For For
2 TO RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2009.
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.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 45
Gabelli Enterprise Mergers and Acquisitions Fund
CONMED CORPORATION
SECURITY 207410101 MEETING TYPE Annual
TICKER SYMBOL CNMD MEETING DATE 21-May-2009
ISIN US2074101013 AGENDA 933056346 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 EUGENE R. CORASANTI For For
2 JOSEPH J. CORASANTI For For
3 BRUCE F. DANIELS For For
4 JO ANN GOLDEN For For
5 STEPHEN M. MANDIA For For
6 STUART J. SCHWARTZ For For
7 MARK E. TRYNISKI For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
ACCOUNTANTS FOR THE COMPANY FOR 2009.
03 APPROVAL OF THE AMENDED AND RESTATED 1999 Management Against Against
LONG- TERM INCENTIVE PLAN.
LIN TV CORP.
SECURITY 532774106 MEETING TYPE Annual
TICKER SYMBOL TVL MEETING DATE 21-May-2009
ISIN US5327741063 AGENDA 933060028 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 ROYAL W. CARSON III Withheld Against
2 VINCENT L. SADUSKY Withheld Against
02 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF LIN TV CORP. FOR THE YEAR ENDING
DECEMBER 31, 2009.
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
SCHOELLKOPF Management For For
1M ELECTION OF DIRECTOR: STEVEN L. SHAPIRO Management For For
1N ELECTION OF DIRECTOR: J. TERRY STRANGE Management For For
1O ELECTION OF DIRECTOR: ANTHONY P. Management For For
TERRACCIANO
1P ELECTION OF DIRECTOR: BARRY L. WILLIAMS Management For For
2 ADOPTION OF THE SLM CORPORATION DIRECTORS Management For For
EQUITY PLAN
3 ADOPTION OF THE SLM CORPORATION 2009-2012 Management For For
INCENTIVE PLAN
4 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
DEUTSCHE BANK AG
SECURITY D18190898 MEETING TYPE Annual
TICKER SYMBOL DB MEETING DATE 26-May-2009
ISIN DE0005140008 AGENDA 933065458 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
02 APPROPRIATION OF DISTRIBUTABLE PROFIT. Management For For
03 RATIFICATION OF THE ACTS OF MANAGEMENT OF Management For For
THE MANAGEMENT BOARD FOR THE 2008
FINANCIAL YEAR.
04 RATIFICATION OF THE ACTS OF MANAGEMENT OF Management For For
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 OF Management For For
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.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 46
Gabelli Enterprise Mergers and Acquisitions Fund
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 THE Shareholder Against For
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 OF Management For For
THE MANAGEMENT BOARD FOR THE 2008
FINANCIAL YEAR.
04 RATIFICATION OF THE ACTS OF MANAGEMENT OF Management For For
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 OF Management For For
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 THE Shareholder Against For
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.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 47
Gabelli Enterprise Mergers and Acquisitions Fund
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 LLP Management For For
AS INTERMEC, INC.'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
2009.
SANDISK CORPORATION
SECURITY 80004C101 MEETING TYPE Annual
TICKER SYMBOL SNDK MEETING DATE 27-May-2009
ISIN US80004C1018 AGENDA 933053934 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1 DIRECTOR Management
1 DR. ELI HARARI For For
2 IRWIN FEDERMAN For For
3 STEVEN J. GOMO For For
4 EDDY W. HARTENSTEIN For For
5 CATHERINE P. LEGO For For
6 MICHAEL E. MARKS For For
7 DR. JAMES D. MEINDL For For
2 TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
FISCAL YEAR.
3 TO APPROVE AMENDMENTS TO COMPANY'S Management Against Against
CERTIFICATE OF INCORPORATION THAT WOULD
ELIMINATE CUMULATIVE VOTING.
4 APPROVE AMENDMENTS TO 2005 INCENTIVE PLAN Management Against Against
THAT WOULD INCREASE NUMBER OF AUTHORIZED
SHARES BY AN ADDITIONAL 5,000,000 SHARES.
5 APPROVE AMENDMENTS TO 2005 INCENTIVE PLAN Management For For
THAT WOULD INCREASE NUMBER OF AWARDS
WITHOUT CASH CONSIDERATION PERMITTED.
6 CONSIDER AND VOTE ON A STOCKHOLDER Shareholder Against For
PROPOSAL RELATING TO MAJORITY VOTING FOR
DIRECTORS, IF PROPERLY PRESENTED AT
ANNUAL MEETING.
7 CONSIDER AND VOTE ON A STOCKHOLDER Shareholder Against For
PROPOSAL RELATING TO ANNUAL PRODUCTION OF
A DETAILED SUSTAINABILITY REPORT BY THE
COMPANY.
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
SECURITY 18451C109 MEETING TYPE Annual
TICKER SYMBOL CCO MEETING DATE 27-May-2009
ISIN US18451C1099 AGENDA 933080979 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 MARGARET W. COVELL For For
2 MARK P. MAYS For For
3 DALE W. TREMBLAY For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 48
Gabelli Enterprise Mergers and Acquisitions Fund
SAFRAN SA, PARIS
SECURITY F4035A557 MEETING TYPE MIX
TICKER SYMBOL SAF.PA MEETING DATE 28-May-2009
ISIN FR0000073272 AGENDA 701922141 - 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 following-applies to Non- Resident
Shareowners: Proxy Cards: Voting
instructions will b-e forwarded to the
Global Custodians that have become
Registered Intermediarie-s, on the Vote
Deadline Date. In capacity as Registered
Intermediary, the Glob-al Custodian will
sign the Proxy Card and forward to the
local custodian. If y-ou are unsure
whether your Global Custodian acts as
Registered Intermediary, p-lease contact
your representative
PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AN-D
""AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN ""AGAINST" VOTE.
O.1 Approve the unconsolidated accounts for Management For For
the 2008 FY, and grant discharge to the
Board Members and to the Supervisory Board
O.2 Approve the consolidated accounts for the Management For For
2008 FY
O.3 Approve the distribution of profits, Management For For
dividend determination
O.4 Approve the agreements and commitments Management For For
referred to in Article L.225-86 of the
Commercial Code
O.5 Ratify the appointment of Mr. Pierre Management For For
Aubouin as a Supervisory Member
representing the State
O.6 Ratify the appointment of AREVA's Company Management For For
as the Supervisory Member
O.7 Approve the replacement of a temporary Management For For
Statutory Auditor who has resigned
O.8 Authorize the Board of Directors in order Management For For
to operate on the Company's shares
E.9 Authorize the Board of Directors to Management For For
increase the share capital by issuing,
with maintenance of preferential
subscription rights of shares and/or
securities giving access to the Company's
capital
E.10 Authorize the Board of Directors to Management For For
increase the share capital by issuing,
with cancellation of preferential
subscription rights of shares and/or
securities giving access to the Company's
capital
E.11 Authorize the Board of Directors to carry Management For For
out a capital increase reserved for
employees of a Company Savings Plans
Members
E.12 Approve the limitation of the amount of Management For For
emissions allowed
E.13 Powers for formalities Management For For
AFFILIATED COMPUTER SERVICES, INC.
SECURITY 008190100 MEETING TYPE Annual
TICKER SYMBOL ACS MEETING DATE 28-May-2009
ISIN US0081901003 AGENDA 933047260 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1 DIRECTOR Management
1 DARWIN DEASON For For
2 LYNN R. BLODGETT For For
3 ROBERT DRUSKIN For For
4 KURT R. KRAUSS For For
5 TED B. MILLER, JR. For For
6 PAUL E. SULLIVAN For For
7 FRANK VARASANO For For
2 TO APPROVE THE SENIOR EXECUTIVE ANNUAL Management For For
INCENTIVE PLAN FOR PARTICIPANTS.
3 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
CORPORATION'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
2009.
I2 TECHNOLOGIES, INC.
SECURITY 465754208 MEETING TYPE Annual
TICKER SYMBOL ITWO MEETING DATE 28-May-2009
ISIN US4657542084 AGENDA 933078227 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 JACKSON L. WILSON, JR. For For
02 TO RATIFY THE APPOINTMENT OF GRANT Management For For
THORNTON LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR I2
TECHNOLOGIES, INC. FOR ITS FISCAL YEAR
ENDING DECEMBER 31, 2009.
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 49
Gabelli Enterprise Mergers and Acquisitions Fund
HEELYS, INC
SECURITY 42279M107 MEETING TYPE Annual
TICKER SYMBOL HLYS MEETING DATE 29-May-2009
ISIN US42279M1071 AGENDA 933079104 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 ROGER R. ADAMS For For
2 JERRY R. EDWARDS For For
3 PATRICK F. HAMNER For For
4 SAMUEL B. LIGON For For
5 GARY L. MARTIN For For
6 RICHARD E. MIDDLEKAUFF For For
7 RALPH T. PARKS For For
8 JEFFREY G. PETERSON For For
MOSYS, INC.
SECURITY 619718109 MEETING TYPE Annual
TICKER SYMBOL MOSY MEETING DATE 02-Jun-2009
ISIN US6197181091 AGENDA 933065042 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 CARL E. BERG For For
2 TOMMY ENG For For
3 CHENMING HU For For
4 CHI-PING HSU For For
5 JAMES D. KUPEC For For
6 LEONARD PERHAM For For
02 THE RATIFICATION OF THE APPOINTMENT OF Management For For
BURR, PILGER & MAYER LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2009.
DEVON ENERGY CORPORATION
SECURITY 25179M103 MEETING TYPE Annual
TICKER SYMBOL DVN MEETING DATE 03-Jun-2009
ISIN US25179M1036 AGENDA 933059417 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 ROBERT L. HOWARD For For
2 MICHAEL M. KANOVSKY For For
3 J. TODD MITCHELL For For
4 J. LARRY NICHOLS For For
02 RATIFY THE APPOINTMENT OF ROBERT A. Management For For
MOSBACHER, JR. AS A DIRECTOR.
03 RATIFY THE APPOINTMENT OF THE COMPANY'S Management For For
INDEPENDENT AUDITORS FOR 2009.
04 ADOPTION OF THE DEVON ENERGY CORPORATION Management For For
2009 LONG-TERM INCENTIVE PLAN.
05 ADOPT DIRECTOR ELECTION MAJORITY VOTE Shareholder Against For
STANDARD.
SAKS INCORPORATED
SECURITY 79377W108 MEETING TYPE Contested-Annual
TICKER SYMBOL SKS MEETING DATE 03-Jun-2009
ISIN US79377W1080 AGENDA 933061929 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 RONALD DE WAAL For For
2 MARGUERITE W. KONDRACKE For For
3 C. WARREN NEEL For For
4 CHRISTOPHER J. STADLER For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE CURRENT FISCAL
YEAR ENDING JANUARY 30, 2010.
03 TO ADOPT THE SAKS INCORPORATED 2009 Management Against Against
LONG-TERM INCENTIVE PLAN.
04 SHAREHOLDER PROPOSAL - CUMULATIVE VOTING Shareholder Against For
FOR THE ELECTION OF DIRECTORS.
05 SHAREHOLDER PROPOSAL - MAJORITY VOTING Shareholder Against For
FOR THE ELECTION OF DIRECTORS.
06 SHAREHOLDER PROPOSAL - DECLASSIFICATION Shareholder For
OF THE COMPANY'S BOARD OF DIRECTORS.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 50
Gabelli Enterprise Mergers and Acquisitions Fund
SALEM COMMUNICATIONS CORPORATION
SECURITY 794093104 MEETING TYPE Annual
TICKER SYMBOL SALM MEETING DATE 03-Jun-2009
ISIN US7940931048 AGENDA 933067731 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1A ELECTION OF DIRECTOR: STUART W. EPPERSON Management For For
1B ELECTION OF DIRECTOR: EDWARD G. ATSINGER Management For For
III
1C ELECTION OF DIRECTOR: DAVID DAVENPORT Management For For
1D ELECTION OF DIRECTOR: ROLAND S. HINZ Management For For
1E ELECTION OF DIRECTOR: PAUL PRESSLER Management For For
1F ELECTION OF DIRECTOR: RICHARD A. RIDDLE Management For For
1G ELECTION OF DIRECTOR: DENNIS M. WEINBERG Management For For
2 TO APPROVE THE AMENDMENT OF SALEM'S Management For For
AMENDED AND RESTATED 1999 STOCK INCENTIVE
PLAN (THE "PLAN") TO EXTEND THE
EXPIRATION DATE OF THE PLAN FOR A PERIOD
OF TEN (10) YEARS FROM MAY 25, 2009,
THROUGH MAY 25, 2019.
3 TO RE-APPROVE MATERIAL TERMS OF THE Management For For
PERFORMANCE CRITERIA OF THE PLAN.
BIOGEN IDEC INC.
SECURITY 09062X103 MEETING TYPE Contested-Annual
TICKER SYMBOL BIIB MEETING DATE 03-Jun-2009
ISIN US09062X1037 AGENDA 933075396 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 LAWRENCE C. BEST For For
2 ALAN B. GLASSBERG For For
3 ROBERT W. PANGIA For For
4 WILLIAM D. YOUNG For For
02 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009.
03 TO APPROVE AMENDMENTS TO THE COMPANY'S Management For For
BYLAWS TO CHANGE THE VOTING STANDARD FOR
THE ELECTION OF DIRECTORS IN UNCONTESTED
ELECTIONS FROM A PLURALITY STANDARD TO A
MAJORITY STANDARD. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "AGAINST" PROPOSALS 4
AND 5.
04 SHAREHOLDER PROPOSAL TO AMEND THE Shareholder Against For
COMPANY'S BYLAWS TO FIX THE SIZE OF THE
BOARD AT 13 MEMBERS AND REMOVE THE
BOARD'S ABILITY TO CHANGE THE SIZE OF THE
BOARD.
05 SHAREHOLDER PROPOSAL THAT THE COMPANY Shareholder Against For
REINCORPORATE FROM DELAWARE TO NORTH
DAKOTA AND ELECT TO BE SUBJECT TO THE
NORTH DAKOTA PUBLICLY TRADED CORPORATIONS
ACT.
BIOGEN IDEC INC.
SECURITY 09062X103 MEETING TYPE Contested-Annual
TICKER SYMBOL BIIB MEETING DATE 03-Jun-2009
ISIN US09062X1037 AGENDA 933075396 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 LAWRENCE C. BEST For For
2 ALAN B. GLASSBERG For For
3 ROBERT W. PANGIA For For
4 WILLIAM D. YOUNG For For
02 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009.
03 TO APPROVE AMENDMENTS TO THE COMPANY'S Management For For
BYLAWS TO CHANGE THE VOTING STANDARD FOR
THE ELECTION OF DIRECTORS IN UNCONTESTED
ELECTIONS FROM A PLURALITY STANDARD TO A
MAJORITY STANDARD. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "AGAINST" PROPOSALS 4
AND 5.
04 SHAREHOLDER PROPOSAL TO AMEND THE Shareholder Against For
COMPANY'S BYLAWS TO FIX THE SIZE OF THE
BOARD AT 13 MEMBERS AND REMOVE THE
BOARD'S ABILITY TO CHANGE THE SIZE OF THE
BOARD.
05 SHAREHOLDER PROPOSAL THAT THE COMPANY Shareholder Against For
REINCORPORATE FROM DELAWARE TO NORTH
DAKOTA AND ELECT TO BE SUBJECT TO THE
NORTH DAKOTA PUBLICLY TRADED CORPORATIONS
ACT.
SL INDUSTRIES, INC.
SECURITY 784413106 MEETING TYPE Annual
TICKER SYMBOL SLI MEETING DATE 03-Jun-2009
ISIN US7844131067 AGENDA 933082769 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 GLEN M. KASSAN For For
2 J. DWANE BAUMGARDNER For For
3 JAMES R. HENDERSON For For
4 JOHN H. MCNAMARA, JR. For For
5 MARK E. SCHWARZ For For
6 AVRUM GRAY For For
7 JAMES A. RISHER For For
02 RATIFICATION OF THE APPOINTMENT OF GRANT Management For For
THORNTON LLP AS THE INDEPENDENT PUBLIC
ACCOUNTANTS OF THE COMPANY FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2009.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 51
Gabelli Enterprise Mergers and Acquisitions Fund
SINCLAIR BROADCAST GROUP, INC.
SECURITY 829226109 MEETING TYPE Annual
TICKER SYMBOL SBGI MEETING DATE 04-Jun-2009
ISIN US8292261091 AGENDA 933055445 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1 DIRECTOR Management
1 DAVID D. SMITH For For
2 FREDERICK G. SMITH For For
3 J. DUNCAN SMITH For For
4 ROBERT E. SMITH For For
5 DANIEL C. KEITH For For
6 MARTIN R. LEADER For For
7 LAWRENCE E. MCCANNA For For
8 BASIL A. THOMAS For For
2 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS, LLP AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE YEAR ENDING DECEMBER 31,
2009.
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.
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
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 52
Gabelli Enterprise Mergers and Acquisitions Fund
NEW YORK COMMUNITY BANCORP, INC.
SECURITY 649445103 MEETING TYPE Annual
TICKER SYMBOL NYB MEETING DATE 10-Jun-2009
ISIN US6494451031 AGENDA 933071134 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 MAUREEN E. CLANCY For For
2 ROBERT S. FARRELL For For
3 JOSEPH R. FICALORA For For
4 JAMES J. O'DONOVAN For For
5 HANIF W. DAHYA For For
02 THE RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM OF NEW YORK
COMMUNITY BANCORP, INC. FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2009.
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.
CHURCHILL DOWNS INCORPORATED
SECURITY 171484108 MEETING TYPE Annual
TICKER SYMBOL CHDN MEETING DATE 18-Jun-2009
ISIN US1714841087 AGENDA 933069747 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 LEONARD S. COLEMAN, JR. For For
2 CRAIG J. DUCHOSSOIS For For
3 ROBERT L. EVANS For For
4 G. WATTS HUMPHREY, JR. For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
JAMES F. MCDONALD AND R. ALEX RANKIN AS
CLASS II DIRECTORS, SERVING TERMS
EXPIRING AT THE COMPANY'S 2010 ANNUAL
MEETING OF SHAREHOLDERS.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP TO SERVE AS
THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR CHURCHILL DOWNS
INCORPORATED FOR THE YEAR ENDING DECEMBER
31, 2009.
04 PROPOSAL TO APPROVE THE MATERIAL TERMS OF Management For For
THE PERFORMANCE GOALS AND MAXIMUM AWARDS
PAYABLE AS ESTABLISHED BY THE SPECIAL
SUBCOMMITTEE OF THE COMPENSATION
COMMITTEE OF THE BOARD OF DIRECTORS FOR
THE PAYMENT OF COMPENSATION TO ROBERT L.
EVANS, WILLIAM C. CARSTANJEN, WILLIAM E.
MUDD AND STEVEN P. SEXTON, ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 53
Gabelli Enterprise Mergers and Acquisitions Fund
OSTEOTECH, INC.
SECURITY 688582105 MEETING TYPE Annual
TICKER SYMBOL OSTE MEETING DATE 18-Jun-2009
ISIN US6885821057 AGENDA 933084129 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 KENNETH P. FALLON, III For For
2 STEPHEN S. GALLIKER For For
3 DR. CATO T. LAURENCIN For For
4 SAM OWUSU-AKYAW For For
5 ROBERT J. PALMISANO For For
6 JAMES M. SHANNON For For
02 TO RATIFY THE APPOINTMENT OF BDO SEIDMAN, Management For For
LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
YEAR ENDING DECEMBER 31, 2009.
BANCO SANTANDER, S.A.
SECURITY 05964H105 MEETING TYPE Annual
TICKER SYMBOL STD MEETING DATE 18-Jun-2009
ISIN US05964H1059 AGENDA 933105377 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 EXAMINATION AND APPROVAL, IF DEEMED Management For For
APPROPRIATE, OF THE ANNUAL ACCOUNTS
(BALANCE SHEET, PROFIT AND LOSS
STATEMENT, STATEMENTS OF CHANGES IN NET
ASSETS AND CASH FLOWS, AND NOTES) AND OF
THE CORPORATE MANAGEMENT OF BANCO
SANTANDER, S.A. AND ITS CONSOLIDATED
GROUP, ALL WITH RESPECT TO THE FISCAL
YEAR ENDED DECEMBER 31, 2008
02 APPLICATION OF RESULTS FROM FISCAL YEAR Management For For
2008
3A RE-ELECTION OF MR. MATIAS RODRIGUEZ Management For For
INCIARTE
3B RE-ELECTION OF MR. MANUEL SOTO SERRANO Management For For
3C RE-ELECTION OF MR. GUILLERMO DE LA DEHESA Management For For
ROMERO
3D RE-ELECTION OF MR. ABEL MATUTES JUAN Management For For
04 RE-ELECTION OF THE AUDITOR OF ACCOUNTS Management For For
FOR FISCAL YEAR 2009.
05 AUTHORIZATION FOR THE BANK AND ITS Management For For
SUBSIDIARIES TO ACQUIRE THEIR OWN STOCK
PURSUANT TO THE PROVISIONS OF SECTION 75
AND THE FIRST ADDITIONAL PROVISION OF THE
BUSINESS CORPORATIONS LAW YLEY DE
SOCIEDADES ANONIMAS", DEPRIVING OF
EFFECT TO THE EXTENT OF THE UNUSED AMOUNT
THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS AT THE ORDINARY GENERAL
SHAREHOLDERS' MEETING HELD ON JUNE 21,
2008
06 DELEGATION TO THE BOARD OF DIRECTORS OF Management For For
THE POWER TO CARRY OUT THE RESOLUTION TO
BE ADOPTED BY THE SHAREHOLDERS AT THE
MEETING TO INCREASE THE SHARE CAPITAL
PURSUANT TO THE PROVISIONS OF SECTION
153.1.A) OF THE BUSINESS CORPORATIONS
LAW, DEPRIVING OF EFFECT THE
AUTHORIZATION GRANTED BY THE SHAREHOLDERS
AT SUCH GENERAL MEETING ON JUNE 21, 2008
07 AUTHORIZATION TO THE BOARD, PURSUANT TO Management For For
PROVISIONS OF ARTICLE 153.1.B) OF
BUSINESS CORPORATIONS LAW, TO INCREASE
THE SHARE CAPITAL ON ONE OR MORE
OCCASIONS AT ANY TIME, WITHIN A TERM OF
THREE YEARS, BY MEANS OF MONETARY
CONTRIBUTIONS IN THE MAXIMUM NOMINAL
AMOUNT OF 2,038,901,430.50 EUROS, ALL ON
SUCH TERMS AND CONDITIONS AS IT DEEMS
APPROPRIATE, DEPRIVING OF EFFECT THE
AUTHORIZATION GRANTED BY SHAREHOLDERS BY
MEANS OF RESOLUTION ONE II) DELEGATION OF
THE POWER TO EXCLUDE PRE-EMPTIVE RIGHTS
PROVIDED FOR IN SECTION 159.2 OF THE
BUSINESS CORPORATIONS LAW
08 INCREASE OF SHARE CAPITAL IN SUCH AMOUNT Management For For
AS MAY BE DETERMINED PURSUANT TO
RESOLUTION BY MEANS OF ISSUANCE OF NEW
ORDINARY SHARES HAVING A PAR VALUE OF
ONE-HALF (0.5) EURO EACH, WITHOUT
ISSUANCE PREMIUM, OF SAME CLASS AND
SERIES AS THOSE THAT ARE CURRENTLY
OUTSTANDING, WITH CHARGE TO VOLUNTARY
RESERVES SET UP WITH UNAPPROPRIATED
EARNINGS. EXPRESS PROVISION FOR
POSSIBILITY OF INCOMPLETE ALLOCATION.
DELEGATION OF POWERS TO BOARD, WITH
AUTHORITY TO, IN TURN, DELEGATE SUCH
POWERS TO EXECUTIVE COMMITTEE, ALL AS
MORE FULLY DESCRIBED IN THE PROXY
STATEMENT
09 DELEGATION TO THE BOARD OF POWER TO ISSUE Management For For
SIMPLE FIXED INCOME SECURITIES OR DEBT
INSTRUMENTS OF SIMILAR (INCLUDING BONDS,
PROMISSORY NOTES OR WARRANTS), FIXED
INCOME SECURITIES CONVERTIBLE INTO AND/OR
EXCHANGEABLE FOR SHARES OF COMPANY.
CONNECTION WITH FIXED-INCOME SECURITIES
CONVERTIBLE INTO AND/OR EXCHANGEABLE FOR
SHARES OF COMPANY, ESTABLISHMENT OF
CRITERIA FOR DETERMINING TERMS AND
CONDITIONS APPLICABLE TO CONVERSION
AND/OR EXCHANGE GRANT TO THE BOARD, ALL
AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT
10A INCENTIVE POLICY: IN CONNECTION WITH THE Management For For
LONG-TERM INCENTIVE POLICY APPROVED BY
THE BOARD OF DIRECTORS, APPROVAL OF NEW
CYCLES AND PLAN FOR THE DELIVERY OF
SANTANDER SHARES FOR IMPLEMENTATION BY
THE BANK AND BY COMPANIES OF THE
SANTANDER GROUP AND LINKED TO CERTAIN
PERMANENCE REQUIREMENTS OR TO CHANGES IN
TOTAL SHAREHOLDER RETURN.
10B INCENTIVE POLICY: APPROVAL OF AN Management For For
INCENTIVE PLAN FOR EMPLOYEES OF ABBEY
NATIONAL PLC. AND OTHER COMPANIES OF THE
GROUP IN THE UNITED KINGDOM BY MEANS OF
OPTIONS TO SHARES OF THE BANK LINKED TO
THE CONTRIBUTION OF PERIODIC MONETARY
AMOUNTS AND TO CERTAIN PERMANENCE
REQUIREMENTS.
10C INCENTIVE POLICY: AUTHORIZATION OF THE Management For For
DELIVERY OF 100 SHARES OF THE BANK TO
EACH EMPLOYEE OF THE SOVEREIGN SUBGROUP.
11 AUTHORIZATION TO THE BOARD OF DIRECTORS Management For For
TO INTERPRET, REMEDY, SUPPLEMENT, CARRY
OUT AND FURTHER DEVELOP THE RESOLUTIONS
ADOPTED BY THE SHAREHOLDERS AT THE
MEETING, AS WELL AS TO DELEGATE THE
POWERS RECEIVED FROM THE SHAREHOLDERS AT
THE MEETING, AND GRANT OF POWERS TO
CONVERT SUCH RESOLUTIONS INTO NOTARIAL
INSTRUMENTS.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 54
Gabelli Enterprise Mergers and Acquisitions Fund
AMICAS, INC.
SECURITY 001712108 MEETING TYPE Annual
TICKER SYMBOL AMCS MEETING DATE 22-Jun-2009
ISIN US0017121080 AGENDA 933080892 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 STEPHEN J. DENELSKY Withheld Against
2 JOSEPH D. HILL Withheld Against
3 S.N. KAHANE, M.D., M.S. Withheld Against
4 STEPHEN J. LIFSHATZ Withheld Against
5 DAVID B. SHEPHERD Withheld Against
6 JOHN J. SVIOKLA Withheld Against
02 TO RATIFY THE APPOINTMENT OF BDO SEIDMAN, Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR AMICAS, INC. FOR THE
YEAR ENDING DECEMBER 31, 2009.
TYCO ELECTRONICS LTD.
SECURITY G9144P105 MEETING TYPE Special
TICKER SYMBOL TEL MEETING DATE 22-Jun-2009
ISIN BMG9144P1059 AGENDA 933089268 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 TO APPROVE A RESOLUTION APPROVING TYCO Management For For
ELECTRONICS LTD.'S DISCONTINUANCE FROM
BERMUDA AND CONTINUANCE AS A SWISS
CORPORATION. SEE PAGE 41 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
02 TO APPROVE A RESOLUTION AMENDING OUR 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 AUTHORITATIVE Management For For
GOVERNING LEGISLATION. SEE PAGE 49 OF
PROXY STATEMENT/PROSPECTUS FOR FULL TEXT
OF RESOLUTION.
06 TO APPROVE OUR CORPORATE NAME AS TYCO Management For For
ELECTRONICS LTD. SEE PAGE 50 OF PROXY
STATEMENT/PROSPECTUS FOR FULL TEXT OF
RESOLUTION.
07 TO CHANGE OUR CORPORATE PURPOSE. SEE PAGE Management For For
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.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 55
Gabelli Enterprise Mergers and Acquisitions Fund
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.
ACME COMMUNICATIONS, INC.
SECURITY 004631107 MEETING TYPE Annual
TICKER SYMBOL ACME MEETING DATE 24-Jun-2009
ISIN US0046311074 AGENDA 933104870 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 JAMIE KELLNER Withheld Against
2 DOUGLAS GEALY Withheld Against
3 THOMAS ALLEN Withheld Against
4 MICHAEL CORRIGAN For For
5 FREDERICK WASSERMAN For For
02 TO RATIFY THE APPOINTMENT OF MAYER Management For For
HOFFMAN MCCANN P.C. AS THE INDEPENDENT
PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2009.
YAHOO! INC.
SECURITY 984332106 MEETING TYPE Annual
TICKER SYMBOL YHOO MEETING DATE 25-Jun-2009
ISIN US9843321061 AGENDA 933077338 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1A ELECTION OF DIRECTOR: CAROL BARTZ Management For For
1B ELECTION OF DIRECTOR: FRANK J. BIONDI,
JR. Management For For
1C ELECTION OF DIRECTOR: ROY J. BOSTOCK Management For For
1D ELECTION OF DIRECTOR: RONALD W. BURKLE Management For For
1E ELECTION OF DIRECTOR: JOHN H. CHAPPLE Management For For
1F ELECTION OF DIRECTOR: ERIC HIPPEAU Management For For
1G ELECTION OF DIRECTOR: CARL C. ICAHN Management For For
1H ELECTION OF DIRECTOR: VYOMESH JOSHI Management For For
1I ELECTION OF DIRECTOR: ARTHUR H. KERN Management For For
1J ELECTION OF DIRECTOR: MARY AGNES 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.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 56
Gabelli Enterprise Mergers and Acquisitions Fund
SUPERVALU INC.
SECURITY 868536103 MEETING TYPE Annual
TICKER SYMBOL SVU MEETING DATE 25-Jun-2009
ISIN US8685361037 AGENDA 933085183 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1A ELECTION OF DIRECTOR: IRWIN S. COHEN Management For For
1B ELECTION OF DIRECTOR: RONALD E. DALY Management For For
1C ELECTION OF DIRECTOR: LAWRENCE A. DEL 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
GSE SYSTEMS, INC.
SECURITY 36227K106 MEETING TYPE Annual
TICKER SYMBOL GVP MEETING DATE 25-Jun-2009
ISIN US36227K1060 AGENDA 933085866 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 JOSEPH W. LEWIS For For
2 ORRIE LEE TAWES, III For For
3 JANE BRYANT QUINN For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP, AN Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM, AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE CURRENT FISCAL YEAR.
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.
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.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 57
Gabelli Enterprise Mergers and Acquisitions Fund
MENTOR GRAPHICS CORPORATION
SECURITY 587200106 MEETING TYPE Annual
TICKER SYMBOL MENT MEETING DATE 25-Jun-2009
ISIN US5872001061 AGENDA 933109375 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 PETER L. BONFIELD For For
2 MARSHA B. CONGDON For For
3 JAMES R. FIEBIGER For For
4 GREGORY K. HINCKLEY For For
5 KEVIN C. MCDONOUGH For For
6 PATRICK B. MCMANUS For For
7 WALDEN C. RHINES For For
8 FONTAINE K. RICHARDSON For For
02 PROPOSAL TO AMEND THE COMPANY'S 1989 Management For For
EMPLOYEE STOCK PURCHASE PLAN AND FOREIGN
SUBSIDIARY EMPLOYEE STOCK PURCHASE PLAN
TO INCREASE THE NUMBER OF SHARES RESERVED
FOR ISSUANCE UNDER EACH OF THE PLANS.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
KPMG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS
FISCAL YEAR ENDING JANUARY 31, 2010.
ENDESA SA, MADRID
SECURITY E41222113 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL ELEZF.PK MEETING DATE 30-Jun-2009
ISIN ES0130670112 AGENDA 701978756 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
1. Examination and approval, as the case may Management For For
be, of the ENDESA, S.A. individual annual
financial statements [balance sheet,
income statement, statement of changes to
net worth, cash flow statement and annual
report] and the consolidated annual
financial statements of ENDESA, S.A. and
Dependent Companies [balance sheet,
income statement, statement of recognized
income and expenses, cash flow statement
and annual report] for the FYE 31 DEC
2008.
2. Examination and approval, as the case may Management For For
be, of the individual management report
of ENDESA S.A. and the consolidated
management report of ENDESA, S.A. and
Dependent Companies for the FYE 31 DEC
2008.
3. Examination and approval, as the case may Management For For
be, of the Corporate Management for the
FY ending 31 DEC 2008.
4. Examination and approval, as the case may Management For For
be, of the application of FY earnings and
dividend distribution for the FY ending
31 DEC 2008.
5. Appointment of KPMG AUDITORES S.L. as the Management For For
Auditors for the Company and its
Consolidated Group.
6. Authorization for the Company and its Management For For
subsidiaries to be able to acquire
treasury stock in accordance with the
provisions of Article 75 and additional
provision one of the Spanish Corporations
Law [Ley de Sociedades Anonimas].
7. Establishment of the number of Members of Management For For
the Board of Directors. Ratifications,
appointments, renewals or re-election of
Directors.
8. Authorization to the Board of Directors Management For For
for the execution and implementation of
the resolutions adopted by the General
Meeting, as well as to substitute the
authorities it receives from the General
Meeting, and granting of authorities for
processing the said resolutions as a
public instrument, registration thereof
and, as the case may be, correction
thereof.
ORTHOFIX INTERNATIONAL N.V.
SECURITY N6748L102 MEETING TYPE Annual
TICKER SYMBOL OFIX MEETING DATE 30-Jun-2009
ISIN ANN6748L1027 AGENDA 933110277 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- --------- ----------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 JAMES F. GERO For For
2 JERRY C. BENJAMIN For For
3 CHARLES W. FEDERICO For For
4 GUY J. JORDAN For For
5 THOMAS J. KESTER For For
6 ALAN W. MILINAZZO For For
7 MARIA SAINZ For For
8 WALTER P. VON WARTBURG For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 58
Gabelli Enterprise Mergers and Acquisitions Fund
9 KENNETH R. WEISSHAAR For For
02 PROPOSAL TO APPROVE AMENDMENT AND Management Against Against
RESTATEMENT OF THE AMENDED AND RESTATED
2004 LONG-TERM INCENTIVE PLAN.
03 PROPOSAL TO APPROVE AMENDMENT NO. 1 TO Management For For
THE AMENDED AND RESTATED STOCK PURCHASE
PLAN.
04 PROPOSAL TO APPROVE THE MATERIAL TERMS Management For For
FOR THE PAYMENT OF INCENTIVE COMPENSATION
TO THE COMPANY'S MOST HIGHLY COMPENSATED
EXECUTIVE OFFICERS TO PERMIT SECTION
162(M) DEDUCTIBILITY.
05 PROPOSAL TO APPROVE THE BALANCE SHEET AND Management For For
INCOME STATEMENT AT AND FOR THE YEAR
ENDED DECEMBER 31, 2008.
06 PROPOSAL TO RATIFY THE SELECTION OF ERNST Management For For
& YOUNG AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR ORTHOFIX AND
ITS SUBSIDIARIES FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant The 787 Fund, Inc.
By (Signature and Title)* /s/ Bruce Alpert
-----------------------------------------
Bruce Alpert, Principal Executive Officer
Date August 18, 2009
* Print the name and title of each signing officer under his or her
signature.