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 811-08861 Morgan Stanley Value Fund (Exact name of registrant as specified in charter) 522 Fifth Avenue, New York, New York 10036 (Address of principal executive offices) (Zip code) Stefanie V. Chang Yu, Esq. Managing Director Morgan Stanley Investment Advisors Inc. 522 Fifth Avenue New York, New York 10036 (Name and address of agent for service) Registrant's telephone number, including area code: 800-869-6397 Date of fiscal year end: 9/30 Date of reporting period: 7/1/08 - 6/30/09 ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-08861 Reporting Period: 07/01/2008 - 06/30/2009 Morgan Stanley Value Fund ========================== MORGAN STANLEY VALUE FUND =========================== ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 24, 2009 Meeting Type: Annual Record Date: FEB 25, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R.J. Alpern For For Management 1.2 Elect Director R.S. Austin For For Management 1.3 Elect Director W.M. Daley For For Management 1.4 Elect Director W.J. Farrell For For Management 1.5 Elect Director H.L. Fuller For For Management 1.6 Elect Director W.A. Osborn For For Management 1.7 Elect Director D.A.L. Owen For For Management 1.8 Elect Director W.A. Reynolds For For Management 1.9 Elect Director R.S. Roberts For For Management 1.10 Elect Director S.C. Scott, III For For Management 1.11 Elect Director W.D. Smithburg For For Management 1.12 Elect Director G.F. Tilton For For Management 1.13 Elect Director M.D. White For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Nonqualified Employee Stock For For Management Purchase Plan 4 Ratify Auditors For For Management 5 Report on Animal Testing Against Against Shareholder 6 Adopt Principles for Health Care Reform Against Against Shareholder 7 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- AFLAC INCORPORATED Ticker: AFL Security ID: 001055102 Meeting Date: MAY 4, 2009 Meeting Type: Annual Record Date: FEB 24, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel P. Amos For For Management 1.2 Elect Director John Shelby Amos, II For For Management 1.3 Elect Director Paul S. Amos, II For For Management 1.4 Elect Director Yoshiro Aoki For For Management 1.5 Elect Director Michael H. Armacost For For Management 1.6 Elect Director Kriss Cloninger, III For For Management 1.7 Elect Director Joe Frank Harris For For Management 1.8 Elect Director Elizabeth J. Hudson For For Management 1.9 Elect Director Kenneth S. Janke, Sr. For For Management 1.10 Elect Director Douglas W. Johnson For For Management 1.11 Elect Director Robert B. Johnson For For Management 1.12 Elect Director Charles B. Knapp For For Management 1.13 Elect Director E. Stephen Purdom For For Management 1.14 Elect Director Barbara K. Rimer For For Management 1.15 Elect Director Marvin R. Schuster For For Management 1.16 Elect Director David Gary Thompson For For Management 1.17 Elect Director Robert L. Wright For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ALCOA INC. Ticker: AA Security ID: 013817101 Meeting Date: MAY 8, 2009 Meeting Type: Annual Record Date: FEB 11, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kathryn S. Fuller For For Management 1.2 Elect Director Judith M. Gueron For For Management 1.3 Elect Director Patricia F. Russo For For Management 1.4 Elect Director Ernesto Zedillo For For Management 2 Ratify Auditor For For Management 3 Approve Omnibus Stock Plan For For Management 4 Amend Vote Requirements to Amend Against For Shareholder Articles/Bylaws/Charter - -------------------------------------------------------------------------------- ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: MAY 19, 2009 Meeting Type: Annual Record Date: MAR 30, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Elizabeth E. Bailey For For Management 2 Elect Director Gerald L. Baliles For For Management 3 Elect Director Dinyar S. Devitre For For Management 4 Elect Director Thomas F. Farrell For For Management 5 Elect Director Robert E. R. Huntley For For Management 6 Elect Director Thomas W. Jones For For Management 7 Elect Director George Munoz For For Management 8 Elect Director Nabil Y. Sakkab For For Management 9 Elect Director Michael E. Szymanczyk For For Management 10 Ratify Auditors For For Management 11 Reduce Tobacco Harm to Health Against Against Shareholder 12 Report on Marketing Practices on the Against Against Shareholder Poor 13 Adopt Principles for Health Care Reform Against Against Shareholder 14 Adopt Human Rights Protocols for Against Against Shareholder Company and Suppliers 15 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 16 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- AT&T INC Ticker: T Security ID: 00206R102 Meeting Date: APR 24, 2009 Meeting Type: Annual Record Date: FEB 25, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Randall L. Stephenson For For Management 1.2 Elect Director William F. Aldinger III For For Management 1.3 Elect Director Gilbert F. Amelio For For Management 1.4 Elect Director Reuben V. Anderson For For Management 1.5 Elect Director James H. Blanchard For For Management 1.6 Elect Director August A. Busch III For For Management 1.7 Elect Director Jaime Chico Pardo For For Management 1.8 Elect Director James P. Kelly For For Management 1.9 Elect Director Jon C. Madonna For For Management 1.10 Elect Director Lynn M. Martin For For Management 1.11 Elect Director John B. McCoy For For Management 1.12 Elect Director Mary S. Metz For For Management 1.13 Elect Director Joyce M. Roche For For Management 1.14 Elect Director Laura D Andrea Tyson For For Management 1.15 Elect Director Patricia P. Upton For For Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management 4 Report on Political Contributions Against For Shareholder 5 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 6 Provide for Cumulative Voting Against Against Shareholder 7 Require Independent Board Chairman Against Against Shareholder 8 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 9 Exclude Pension Income from Performance Against For Shareholder Metrics for Executive Pay - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: DEC 5, 2008 Meeting Type: Special Record Date: OCT 10, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Amend Omnibus Stock Plan For For Management 3 Increase Authorized Common Stock For For Management 4 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: APR 29, 2009 Meeting Type: Annual Record Date: MAR 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Barnet, III For For Management 1.2 Elect Director Frank P. Bramble, Sr. For Against Management 1.3 Elect Director Virgis W. Colbert For Against Management 1.4 Elect Director John T. Collins For For Management 1.5 Elect Director Gary L. Countryman For Against Management 1.6 Elect Director Tommy R. Franks For For Management 1.7 Elect Director Charles K. Gifford For For Management 1.8 Elect Director Kenneth D. Lewis For For Management 1.9 Elect Director Monica C. Lozano For Against Management 1.10 Elect Director Walter E. Massey For For Management 1.11 Elect Director Thomas J. May For For Management 1.12 Elect Director Patricia E. Mitchell For For Management 1.13 Elect Director Joseph W. Prueher For Against Management 1.14 Elect Director Charles O. Rossotti For Against Management 1.15 Elect Director Thomas M. Ryan For For Management 1.16 Elect Director O. Temple Sloan, Jr. For Against Management 1.17 Elect Director Robert L. Tillman For Against Management 1.18 Elect Director Jackie M. Ward For Against Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For Abstain Management Officers' Compensation 4 Report on Government Service of Against Against Shareholder Employees 5 Advisory Vote to Ratify Named Executive Against Abstain Shareholder Officers' Compensation 6 Provide for Cumulative Voting Against Against Shareholder 7 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 8 Require Independent Board Chairman Against For Shareholder 9 Report on Predatory Lending Policies Against For Shareholder 10 Adopt Principles for Health Care Reform Against Against Shareholder 11 Implement Executive Compensation Against Against Shareholder Reforms - -------------------------------------------------------------------------------- BANK OF NEW YORK MELLON CORP., THE Ticker: BK Security ID: 064058100 Meeting Date: APR 14, 2009 Meeting Type: Annual Record Date: FEB 13, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ruth E. Bruch For For Management 1.2 Elect Director Nicholas M. Donofrio For For Management 1.3 Elect Director Gerald L. Hassell For For Management 1.4 Elect Director Edmund F. Kelly For For Management 1.5 Elect Director Robert P. Kelly For For Management 1.6 Elect Director Richard J. Kogan For For Management 1.7 Elect Director Michael J. Kowalski For For Management 1.8 Elect Director John A. Luke, Jr. For For Management 1.9 Elect Director Robert Mehrabian For For Management 1.10 Elect Director Mark A. Nordenberg For For Management 1.11 Elect Director Catherine A. Rein For For Management 1.12 Elect Director William C. Richardson For For Management 1.13 Elect Director Samuel C. Scott III For For Management 1.14 Elect Director John P. Surma For For Management 1.15 Elect Director Wesley W. von Schack For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Ratify Auditors For For Management 4 Provide for Cumulative Voting Against Against Shareholder 5 Stock Retention/Holding Period Against For Shareholder - -------------------------------------------------------------------------------- BARCLAYS PLC Ticker: BCS Security ID: 06738E204 Meeting Date: APR 23, 2009 Meeting Type: Annual Record Date: MAR 12, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE THE REPORTS OF THE DIRECTORS For For Management AND AUDITORS AND THEAUDITED ACCOUNTS FOR THE YEAR ENDED 31ST DECEMBER 2008. 2 TO APPROVE THE DIRECTORS REMUNERATION For For Management REPORT FOR THE YEAR ENDED31ST DECEMBER 2008. 3 THAT SIMON FRASER BE RE-ELECTED A For For Management DIRECTOR OF THE COMPANY. 4 THAT MARCUS AGIUS BE RE-ELECTED A For For Management DIRECTOR OF THE COMPANY. 5 THAT DAVID BOOTH BE RE-ELECTED A For For Management DIRECTOR OF THE COMPANY. 6 THAT SIR RICHARD BROADBENT BE For For Management RE-ELECTED A DIRECTOR OF THECOMPANY. 7 THAT RICHARD LEIGH CLIFFORD BE For Against Management RE-ELECTED A DIRECTOR OF THECOMPANY. 8 THAT FULVIO CONTI BE RE-ELECTED A For For Management DIRECTOR OF THE COMPANY. 9 THAT ROBERT E DIAMOND JR BE RE-ELECTED For For Management A DIRECTOR OF THECOMPANY. 10 THAT SIR ANDREW LIKIERMAN BE RE-ELECTED For For Management A DIRECTOR OF THECOMPANY. 11 THAT CHRISTOPHER LUCAS BE RE-ELECTED A For For Management DIRECTOR OF THE COMPANY. 12 THAT SIR MICHAEL RAKE BE RE-ELECTED A For For Management DIRECTOR OF THE COMPANY. 13 THAT STEPHEN RUSSELL BE RE-ELECTED A For Against Management DIRECTOR OF THE COMPANY. 14 THAT FREDERIK SEEGERS BE RE-ELECTED A For For Management DIRECTOR OF THE COMPANY. 15 THAT SIR JOHN SUNDERLAND BE RE-ELECTED For For Management A DIRECTOR OF THECOMPANY. 16 THAT JOHN VARLEY BE RE-ELECTED A For For Management DIRECTOR OF THE COMPANY. 17 THAT PATIENCE WHEATCROFT BE RE-ELECTED For For Management A DIRECTOR OF THECOMPANY. 18 TO REAPPOINT PRICEWATERHOUSECOOPERS LLP For For Management AS THE AUDITORS OF THECOMPANY. 19 TO AUTHORISE THE DIRECTORS TO SET THE For For Management REMUNERATION OF THEAUDITORS. 20 TO AUTHORISE THE COMPANY AND ITS For For Management SUBSIDIARIES TO MAKE POLITICALDONATIONS AND INCUR POLITICAL EXPENDITURE. 21 TO AUTHORISE THE INCREASE IN AUTHORISED For For Management ORDINARY SHARE CAPITALOF THE COMPANY. 22 TO AUTHORISE THE DIRECTORS TO ALLOT For For Management SECURITIES. 23 TO AUTHORISE THE DIRECTORS TO ALLOT For For Management EQUITY SECURITIES FOR CASHOTHER THAN ON A PRO-RATA BASIS TO SHAREHOLDERS AND TO SELLTREASURY SHARES. 24 TO AUTHORISE THE COMPANY TO PURCHASE For For Management ITS OWN SHARES. 25 TO AUTHORISE THE DIRECTORS TO CALL For Against Management GENERAL MEETINGS (OTHER THANAN AGM) ON NOT LESS THAN 14 CLEAR DAYS NOTICE. - -------------------------------------------------------------------------------- BERKSHIRE HATHAWAY INC. Ticker: BRK.A Security ID: 084670207 Meeting Date: MAY 2, 2009 Meeting Type: Annual Record Date: MAR 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Warren E. Buffett For For Management 1.2 Elect Director Charles T. Munger For For Management 1.3 Elect Director Howard G. Buffett For For Management 1.4 Elect Director Susan L. Decker For For Management 1.5 Elect Director William H. Gates III For For Management 1.6 Elect Director David S. Gottesman For For Management 1.7 Elect Director Charlotte Guyman For For Management 1.8 Elect Director Donald R. Keough For For Management 1.9 Elect Director Thomas S. Murphy For For Management 1.10 Elect Director Ronald L. Olson For For Management 1.11 Elect Director Walter Scott, Jr. For For Management 2 Prepare Sustainability Report Against For Shareholder - -------------------------------------------------------------------------------- BOSTON SCIENTIFIC CORP. Ticker: BSX Security ID: 101137107 Meeting Date: MAY 5, 2009 Meeting Type: Annual Record Date: MAR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John E. Abele For For Management 2 Elect Director Ursula M. Burns For Against Management 3 Elect Director Marye Anne Fox For Against Management 4 Elect Director Ray J. Groves For For Management 5 Elect Director Kristina M. Johnson For Against Management 6 Elect Director Ernest Mario For For Management 7 Elect Director N.J. Nicholas, Jr. For Against Management 8 Elect Director Pete M. Nicholas For Against Management 9 Elect Director John E. Pepper For Against Management 10 Elect Director Uwe E. Reinhardt For For Management 11 Elect Director Warren B. Rudman For For Management 12 Elect Director John E. Sununu For For Management 13 Elect Director James R. Tobin For For Management 14 Ratify Auditors For For Management 15 Other Business For Against Management - -------------------------------------------------------------------------------- BP PLC Ticker: BP Security ID: 055622104 Meeting Date: APR 16, 2009 Meeting Type: Annual Record Date: FEB 20, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE THE DIRECTORS ANNUAL REPORT For For Management AND ACCOUNTS 2 TO APPROVE THE DIRECTORS REMUNERATION For Against Management REPORT 3 DIRECTOR MR A BURGMANS For For Management 4 DIRECTOR MRS C B CARROLL For For Management 5 DIRECTOR SIR WILLIAM CASTELL For For Management 6 DIRECTOR MR I C CONN For For Management 7 DIRECTOR MR G DAVID For Withhold Management 8 DIRECTOR MR E B DAVIS, JR For For Management 9 DIRECTOR MR R DUDLEY For For Management 10 DIRECTOR MR D J FLINT For For Management 11 DIRECTOR DR B E GROTE For For Management 12 DIRECTOR DR A B HAYWARD For For Management 13 DIRECTOR MR A G INGLIS For For Management 14 DIRECTOR DR D S JULIUS For Withhold Management 15 DIRECTOR SIR TOM MCKILLOP For Withhold Management 16 DIRECTOR SIR IAN PROSSER For For Management 17 DIRECTOR MR P D SUTHERLAND For Withhold Management 18 TO RE-APPOINT ERNST & YOUNG LLP AS For For Management AUDITORS AND AUTHORIZE THEBOARD TO FIX THEIR REMUNERATION 19 SPECIAL RESOLUTION: TO GIVE LIMITED For For Management AUTHORITY FOR THE PURCHASEOF ITS OWN SHARES BY THE COMPANY 20 TO GIVE LIMITED AUTHORITY TO ALLOT For For Management SHARES UP TO A SPECIFIEDAMOUNT 21 SPECIAL RESOLUTION: TO GIVE AUTHORITY For For Management TO ALLOT A LIMITED NUMBEROF SHARES FOR CASH FREE OF PRE-EMPTION RIGHTS 22 SPECIAL RESOLUTION: TO AUTHORIZE THE For Against Management CALLING OF GENERAL MEETINGS(EXCLUDING ANNUAL GENERAL MEETINGS) BY NOTICE OF AT LEAST 14CLEAR DAYS - -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB CO. Ticker: BMY Security ID: 110122108 Meeting Date: MAY 5, 2009 Meeting Type: Annual Record Date: MAR 12, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director L. Andreotti For For Management 2 Elect Director L. B. Campbell For For Management 3 Elect Director J. M. Cornelius For For Management 4 Elect Director L. J. Freeh For For Management 5 Elect Director L. H. Glimcher For For Management 6 Elect Director M. Grobstein For For Management 7 Elect Director L. Johansson For For Management 8 Elect Director A. J. Lacy For For Management 9 Elect Director V. L. Sato For For Management 10 Elect Director T. D. West, Jr. For For Management 11 Elect Director R. S. Williams For For Management 12 Ratify Auditors For For Management 13 Increase Disclosure of Executive Against Against Shareholder Compensation 14 Reduce Supermajority Vote Requirement Against Against Shareholder 15 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 16 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- CADBURY PLC Ticker: CBY Security ID: 12721E102 Meeting Date: MAY 14, 2009 Meeting Type: Annual Record Date: APR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend of 11.1 Pence For For Management Per Ordinary Share 3 Approve Remuneration Report For For Management 4 Re-elect Roger Carr as Director For For Management 5 Re-elect Todd Stitzer as Director For For Management 6 Elect Baroness Hogg as Director For For Management 7 Elect Colin Day as Director For For Management 8 Elect Andrew Bonfield as Director For For Management 9 Reappoint Deloitte LLP as Auditors of For For Management the Company 10 Authorise Board to Fix Remuneration of For For Management Auditors 11 Authorise Company and its Subsidiaries For For Management to Make EU Political Donations to Political Parties or Independent Election Candidates, to Political Organisations Other than Political Parties and to Incur EU Political Expenditure up to GBP 100,000 12 Authorise Issue of Equity with For For Management Pre-emptive Rights Under a General Authority up to GBP 45,410,520 and an Additional Amount Pursuant to a Rights Issue of up to GBP 90,821,040 After Deducting Any Securities Issued Under the General Authority 13 Authorise Issue of Equity or For For Management Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 6,811,578 14 Authorise Market Purchase of up to GBP For For Management 13,623,156 15 Approve That a General Meeting Other For Against Management Than an Annual General Meeting May Be Called on Not Less than 14 Clear Days' Notice - -------------------------------------------------------------------------------- CARDINAL HEALTH, INC. Ticker: CAH Security ID: 14149Y108 Meeting Date: NOV 5, 2008 Meeting Type: Annual Record Date: SEP 8, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Colleen F. Arnold For For Management 1.2 Elect Director R. Kerry Clark For For Management 1.3 Elect Director Calvin Darden For For Management 1.4 Elect Director John F. Finn For For Management 1.5 Elect Director Philip L. Francis For For Management 1.6 Elect Director Gregory B. Kenny For For Management 1.7 Elect Director J. Michael Losh For Withhold Management 1.8 Elect Director John B. McCoy For For Management 1.9 Elect Director Richard C. Notebaert For Withhold Management 1.10 Elect Director Michael D. O'Halleran For For Management 1.11 Elect Director David W. Raisbeck For For Management 1.12 Elect Director Jean G. Spaulding For For Management 2 Ratify Auditors For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Eliminate Cumulative Voting For For Management 5 Require Advance Notice for Shareholder For For Management Proposals/Nominations 6 Amend Articles of Incorporation to For For Management State that Common Shares Have No Stated Capital 7 Amend Omnibus Stock Plan For For Management 8 Amend Qualified Employee Stock Purchase For For Management Plan 9 Performance-Based and/or Time-Based Against For Shareholder Equity Awards - -------------------------------------------------------------------------------- CARDINAL HEALTH, INC. Ticker: CAH Security ID: 14149Y108 Meeting Date: JUN 23, 2009 Meeting Type: Special Record Date: MAY 15, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Stock Option Exchange Program For For Management - -------------------------------------------------------------------------------- CHUBB CORP., THE Ticker: CB Security ID: 171232101 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: MAR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Zoe Baird For For Management 1.2 Elect Director Sheila P. Burke For For Management 1.3 Elect Director James I. Cash, Jr. For For Management 1.4 Elect Director Joel J. Cohen For For Management 1.5 Elect Director John D. Finnegan For For Management 1.6 Elect Director Klaus J. Mangold For For Management 1.7 Elect Director Martin G. McGuinn For For Management 1.8 Elect Director Lawrence M. Small For For Management 1.9 Elect Director Jess Soderberg For For Management 1.10 Elect Director Daniel E. Somers For For Management 1.11 Elect Director Karen Hastie Williams For For Management 1.12 Elect Director James M. Zimmerman For For Management 1.13 Elect Director Alfred W. Zollar For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- COCA-COLA COMPANY, THE Ticker: KO Security ID: 191216100 Meeting Date: APR 22, 2009 Meeting Type: Annual Record Date: FEB 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Herbert A. Allen For For Management 1.2 Elect Director Ronald W. Allen For For Management 1.3 Elect Director Cathleen P. Black For Against Management 1.4 Elect Director Barry Diller For Against Management 1.5 Elect Director Alexis M. Herman For For Management 1.6 Elect Director Muhtar Kent For For Management 1.7 Elect Director Donald R. Keough For For Management 1.8 Elect Director Maria Elena Lagomsino For For Management 1.9 Elect Director Donald F. McHenry For For Management 1.10 Elect Director Sam Nunn For For Management 1.11 Elect Director James D. Robinson III For Against Management 1.12 Elect Director Peter V. Ueberroth For For Management 1.13 Elect Director Jacob Wallenberg For For Management 1.14 Elect Director James B. Williams For Against Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 4 Require Independent Board Chairman Against For Shareholder 5 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights 6 Performance-Based Equity Awards Against Against Shareholder - -------------------------------------------------------------------------------- COGNEX CORP. Ticker: CGNX Security ID: 192422103 Meeting Date: APR 23, 2009 Meeting Type: Annual Record Date: FEB 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Patrick A. Alias For Withhold Management 1.2 Elect Director Robert J. Shillman For Withhold Management 1.3 Elect Director Reuben Wasserman For Withhold Management - -------------------------------------------------------------------------------- COMCAST CORP. Ticker: CMCSA Security ID: 20030N101 Meeting Date: MAY 13, 2009 Meeting Type: Annual Record Date: MAR 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S. Decker Anstrom For For Management 1.2 Elect Director Kenneth J. Bacon For For Management 1.3 Elect Director Sheldon M. Bonovitz For For Management 1.4 Elect Director Edward D. Breen For For Management 1.5 Elect Director Julian A. Brodsky For For Management 1.6 Elect Director Joseph J. Collins For For Management 1.7 Elect Director J. Michael Cook For For Management 1.8 Elect Director Gerald L. Hassell For For Management 1.9 Elect Director Jeffrey A. Honickman For For Management 1.10 Elect Director Brian L. Roberts For For Management 1.11 Elect Director Ralph J. Roberts For For Management 1.12 Elect Director Dr. Judith Rodin For For Management 1.13 Elect Director Michael I. Sovern For For Management 2 Ratify Auditors For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Amend Restricted Stock Plan For For Management 5 Amend Stock Option Plan For For Management 6 Increase Disclosure of Executive Against Against Shareholder Compensation 7 Seek Shareholder Approval for Certain Against Against Shareholder Death Benefits 8 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 9 Adopt a Recapitalization Plan Against For Shareholder - -------------------------------------------------------------------------------- COMPUTER SCIENCES CORPORATION Ticker: CSC Security ID: 205363104 Meeting Date: AUG 4, 2008 Meeting Type: Annual Record Date: JUN 6, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Irving W. Bailey, II For Withhold Management 1.2 Elect Director David J. Barram For For Management 1.3 Elect Director Stephen L. Baum For Withhold Management 1.4 Elect Director Rodney F. Chase For For Management 1.5 Elect Director Judith R. Haberkorn For For Management 1.6 Elect Director Michael W. Laphen For For Management 1.7 Elect Director F. Warren McFarlan For Withhold Management 1.8 Elect Director Chong Sup Park For For Management 1.9 Elect Director Thomas H. Patrick For For Management 2 Ratify Auditors For Against Management - -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 13, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard L. Armitage For For Management 1.2 Elect Director Richard H. Auchinleck For For Management 1.3 Elect Director James E. Copeland, Jr. For For Management 1.4 Elect Director Kenneth M. Duberstein For For Management 1.5 Elect Director Ruth R. Harkin For For Management 1.6 Elect Director Harold W. McGraw III For For Management 1.7 Elect Director James J. Mulva For For Management 1.8 Elect Director Harald J. Norvik For For Management 1.9 Elect Director William K. Reilly For For Management 1.10 Elect Director Bobby S. Shackouls For For Management 1.11 Elect Director Victoria J. Tschinkel For For Management 1.12 Elect Director Kathryn C. Turner For For Management 1.13 Elect Director William E. Wade, Jr. For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Adopt Principles for Health Care Reform Against Against Shareholder 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 6 Report on Political Contributions Against Against Shareholder 7 Adopt Quantitative GHG Goals for Against Against Shareholder Products and Operations 8 Report on Environmental Impact of Oil Against For Shareholder Sands Operations in Canada 9 Require Director Nominee Qualifications Against Against Shareholder - -------------------------------------------------------------------------------- CVS CAREMARK CORP Ticker: CVS Security ID: 126650100 Meeting Date: MAY 6, 2009 Meeting Type: Annual Record Date: MAR 12, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edwin M. Banks For For Management 1.2 Elect Director C. David Brown II For For Management 1.3 Elect Director David W. Dorman For For Management 1.4 Elect Director Kristen E. Gibney For For Management Williams 1.5 Elect Director Marian L. Heard For For Management 1.6 Elect Director William H. Joyce For For Management 1.7 Elect Director Jean-Pierre Million For For Management 1.8 Elect Director Terrence Murray For For Management 1.9 Elect Director C.A. Lance Piccolo For For Management 1.10 Elect Director Sheli Z. Rosenberg For For Management 1.11 Elect Director Thomas M. Ryan For For Management 1.12 Elect Director Richard J. Swift For For Management 2 Ratify Auditors For For Management 3 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 4 Require Independent Board Chairman Against Against Shareholder 5 Report on Political Contributions Against For Shareholder 6 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- DELL INC. Ticker: DELL Security ID: 24702R101 Meeting Date: JUL 18, 2008 Meeting Type: Annual Record Date: MAY 23, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald J. Carty For For Management 1.2 Elect Director Michael S. Dell For For Management 1.3 Elect Director William H. Gray, III For For Management 1.4 Elect Director Sallie L. Krawcheck For For Management 1.5 Elect Director Alan (A.G.) Lafley For For Management 1.6 Elect Director Judy C. Lewent For For Management 1.7 Elect Director Thomas W. Luce, III For For Management 1.8 Elect Director Klaus S. Luft For For Management 1.9 Elect Director Alex J. Mandl For For Management 1.10 Elect Director Michael A. Miles For For Management 1.11 Elect Director Samuel A. Nunn, Jr. For For Management 2 Ratify Auditors For Against Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Reimburse Proxy Expenses Against For Shareholder 5 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- DR PEPPER SNAPPLE GROUP, INC. Ticker: DPS Security ID: 26138E109 Meeting Date: MAY 19, 2009 Meeting Type: Annual Record Date: MAR 20, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pamela H. Patsley For For Management 1.2 Elect Director M. Anne Szostak For For Management 1.3 Elect Director Michael F. Weinstein For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- E.I. DU PONT DE NEMOURS & CO. Ticker: DD Security ID: 263534109 Meeting Date: APR 29, 2009 Meeting Type: Annual Record Date: MAR 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Samuel W. Bodman For For Management 2 Elect Director Richard H. Brown For For Management 3 Elect Director Robert A. Brown For For Management 4 Elect Director Bertrand P. Collomb For For Management 5 Elect Director Curtis J. Crawford For For Management 6 Elect Director Alexander M. Cutler For For Management 7 Elect Director John T. Dillon For For Management 8 Elect Director Eleuthere I. Du Pont For For Management 9 Elect Director Marillyn Hewson For For Management 10 Elect Director Charles O. Holliday, Jr. For For Management 11 Elect Director Lois D. Juliber For For Management 12 Elect Director Ellen J. Kullman For For Management 13 Elect Director William K. Reily For For Management 14 Ratify Auditors For For Management 15 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- EBAY INC. Ticker: EBAY Security ID: 278642103 Meeting Date: APR 29, 2009 Meeting Type: Annual Record Date: MAR 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marc L. Andreessen For For Management 1.2 Elect Director William C. Ford, Jr. For For Management 1.3 Elect Director Dawn G. Lepore For For Management 1.4 Elect Director Pierre M. Omidyar For For Management 1.5 Elect Director Richard T. Schlosberg, For For Management III 2 Approve Stock Option Exchange Program For For Management 3 Amend Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ELI LILLY AND CO. Ticker: LLY Security ID: 532457108 Meeting Date: APR 20, 2009 Meeting Type: Annual Record Date: FEB 13, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Martin S. Feldstein For Withhold Management 1.2 Elect Director J. Erik Fyrwald For For Management 1.3 Elect Director Ellen R. Marram For Withhold Management 1.4 Elect Director Douglas R. Oberhelman For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Reduce Supermajority Vote Requirement Against For Shareholder 6 Amend Vote Requirements to Amend Against For Shareholder Articles/Bylaws/Charter 7 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- EMERSON ELECTRIC CO. Ticker: EMR Security ID: 291011104 Meeting Date: FEB 3, 2009 Meeting Type: Annual Record Date: NOV 25, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A.A. Busch III For For Management 1.2 Elect Director A.F. Golden For Withhold Management 1.3 Elect Director H. Green For For Management 1.4 Elect Director W.R. Johnson For For Management 1.5 Elect Director J.B. Menzer For For Management 1.6 Elect Director V.R. Loucks, Jr. For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FLEXTRONICS INTERNATIONAL LTD. Ticker: FLEX Security ID: Y2573F102 Meeting Date: SEP 30, 2008 Meeting Type: Annual Record Date: AUG 22, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 RE-ELECTION OF MR. H. RAYMOND BINGHAM For For Management AS A DIRECTOR OF FLEXTRONICS. 2 RE-ELECTION OF MR. AJAY B. SHAH AS A For For Management DIRECTOR OF FLEXTRONICS. 3 RE-ELECTION OF DR. WILLY C. SHIH AS A For For Management DIRECTOR OF FLEXTRONICS. 4 RE-APPOINTMENT OF MR. ROCKWELL A. For For Management SCHNABEL AS A DIRECTOR OF FLEXTRONICS. 5 RATIFY AUDITORS For For Management 6 TO APPROVE THE GENERAL AUTHORIZATION For For Management FOR THE DIRECTORS OF FLEXTRONICS TO ALLOT AND ISSUE ORDINARY SHARES. 7 TO APPROVE THE RENEWAL OF THE SHARE For For Management PURCHASE MANDATE RELATING TO ACQUISITIONS BY FLEXTRONICS OF ITS OWN ISSUED ORDINARY SHARES. 8 APPROVE AN AMENDMENT TO 2001 EQUITY For For Management INCENTIVE PLAN TO INCREASE THE SUB-LIMIT ON THE MAXIMUM NUMBER OF ORDINARY SHARES WHICH MAY BE ISSUED AS SHARE BONUSES BY 5,000,000 ORDINARY SHARES. 9 TO APPROVE AN AMENDMENT TO THE 2001 For For Management EQUITY INCENTIVE PLAN TO INCREASE THE SUB-LIMIT ON THE MAXIMUM NUMBER OF ORDINARY SHARES SUBJECT TO AWARDS WHICH MAY BE GRANTED TO A PERSON IN A SINGLE CALENDAR YEAR BY 2,000,000 ORDINARY SHARES. 10 TO APPROVE AN AMENDMENT TO THE 2001 For For Management EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF ORDINARY SHARES RESERVED FOR ISSUANCE BY 20,000,000 ORDINARY SHARES. - -------------------------------------------------------------------------------- GENERAL ELECTRIC CO. Ticker: GE Security ID: 369604103 Meeting Date: APR 22, 2009 Meeting Type: Annual Record Date: FEB 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James I. Cash, Jr. For For Management 1.2 Elect Director William M. Castell For For Management 1.3 Elect Director Ann M. Fudge For For Management 1.4 Elect Director Susan Hockfield For For Management 1.5 Elect Director Jeffrey R. Immelt For For Management 1.6 Elect Director Andrea Jung For For Management 1.7 Elect Director Alan G. (A.G.) Lafley For For Management 1.8 Elect Director Robert W. Lane For For Management 1.9 Elect Director Ralph S. Larsen For For Management 1.10 Elect Director Rochelle B. Lazarus For For Management 1.11 Elect Director James J. Mulva For For Management 1.12 Elect Director Sam Nunn For For Management 1.13 Elect Director Roger S. Penske For For Management 1.14 Elect Director Robert J. Swieringa For For Management 1.15 Elect Director Douglas A. Warner III For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder 4 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 5 Evaluate the Potential Conversion of Against Against Shareholder the Corporation's Business Units into Four or More Public Corporations and Distribute New Shares 6 Cease Payment of Dividends or Against Against Shareholder Equivalent Payments to Senior Executives for Shares Not Owned 7 Submit Severance Agreement (Change in Against Abstain Shareholder Control) to shareholder Vote - -------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC Ticker: GSK Security ID: 37733W105 Meeting Date: MAY 20, 2009 Meeting Type: Annual/Special Record Date: MAR 11, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Elect James Murdoch as Director For For Management 4 Re-elect Larry Culp as Director For For Management 5 Re-elect Sir Crispin Davis as Director For For Management 6 Re-elect Dr Moncef Slaoui as Director For For Management 7 Re-elect Tom de Swaan as Director For For Management 8 Reappoint PricewaterhouseCoopers LLP as For For Management Auditors of the Company 9 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 10 Authorise the Company and its For For Management Subsidiaries to Make EU Political Donations to Political Organisations Other than Political Parties up to GBP 50,000 and to Incur EU Political Expenditure up to GBP 50,000 11 Authorise Issue of Equity with For For Management Pre-emptive Rights Under a General Authority up to GBP 432,359,137 and an Additional Amount Pursuant to a Rights Issue of up to GBP 864,692,333 After Deducting Any Securities Issued Under the General Authority 12 Authorise Issue of Equity or For For Management Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 64,854,519 13 Authorise 518,836,153 Ordinary Shares For For Management for Market Purchase 14 Approve the Exemption from Statement of For For Management the Name of the Senior Statutory Auditor in Published Copies of the Auditor's Reports 15 Approve That a General Meeting of the For Against Management Company Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice 16 Approve GlaxoSmithKline 2009 For For Management Performance Share Plan 17 Approve GlaxoSmithKline 2009 Share For For Management Option Plan 18 Approve GlaxoSmithKline 2009 Deferred For For Management Annual Bonus Plan - -------------------------------------------------------------------------------- GOLDMAN SACHS GROUP, INC., THE Ticker: GS Security ID: 38141G104 Meeting Date: MAY 8, 2009 Meeting Type: Annual Record Date: MAR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lloyd C. Blankfein For For Management 2 Elect Director John H. Bryan For For Management 3 Elect Director Gary D. Cohn For For Management 4 Elect Director Claes Dahlback For For Management 5 Elect Director Stephen Friedman For For Management 6 Elect Director William W. George For For Management 7 Elect Director Rajat K. Gupta For For Management 8 Elect Director James A. Johnson For For Management 9 Elect Director Lois D. Juliber For For Management 10 Elect Director Lakshmi N. Mittal For For Management 11 Elect Director James J. Schiro For For Management 12 Elect Director Ruth J. Simmons For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 15 Provide for Cumulative Voting Against Against Shareholder 16 Reduce Supermajority Vote Requirement Against For Shareholder 17 Amend By-Laws to Establish Board U.S. Against Against Shareholder Economic Security Committee 18 Report on Political Contributions Against For Shareholder - -------------------------------------------------------------------------------- HALLIBURTON CO. Ticker: HAL Security ID: 406216101 Meeting Date: MAY 20, 2009 Meeting Type: Annual Record Date: MAR 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan M. Bennett For For Management 1.2 Elect Director James R. Boyd For For Management 1.3 Elect Director Milton Carroll For For Management 1.4 Elect Director S. Malcolm Gillis For For Management 1.5 Elect Director James T. Hackett For For Management 1.6 Elect Director David J. Lesar For For Management 1.7 Elect Director Robert A. Malone For For Management 1.8 Elect Director J. Landis Martin For For Management 1.9 Elect Director Jay A. Precourt For For Management 1.10 Elect Director Debra L. Reed For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Review and Assess Human Rights Policies Against Against Shareholder 6 Report on Political Contributions Against Against Shareholder 7 Adopt Low Carbon Energy Policy Against Against Shareholder 8 Disclose Information on Compensation Against For Shareholder Consultant 9 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 10 Establish Independent Director Against Abstain Shareholder Committee to Review and Report on Financial Misconducts and Human Rights Abuses - -------------------------------------------------------------------------------- HEWLETT-PACKARD COMPANY Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 18, 2009 Meeting Type: Annual Record Date: JAN 20, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lawrence T. Babbio, Jr. For For Management 2 Elect Director Sari M. Baldauf For For Management 3 Elect Director Rajiv L. Gupta For For Management 4 Elect Director John H. Hammergren For For Management 5 Elect Director Mark V. Hurd For For Management 6 Elect Director Joel Z. Hyatt For For Management 7 Elect Director John R. Joyce For For Management 8 Elect Director Robert L. Ryan For For Management 9 Elect Director Lucille S. Salhany For For Management 10 Elect Director G. Kennedy Thompson For Against Management 11 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HOME DEPOT, INC. Ticker: HD Security ID: 437076102 Meeting Date: MAY 28, 2009 Meeting Type: Annual Record Date: MAR 30, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director F. Duane Ackerman For For Management 2 Elect Director David H. Batchelder For For Management 3 Elect Director Francis S. Blake For For Management 4 Elect Director Ari Bousbib For For Management 5 Elect Director Gregory D. Brenneman For For Management 6 Elect Director Albert P. Carey For For Management 7 Elect Director Armando Codina For For Management 8 Elect Director Bonnie G. Hill For For Management 9 Elect Director Karen L. Katen For For Management 10 Ratify Auditors For For Management 11 Approve Right to Call Special Meetings For For Management 12 Provide for Cumulative Voting Against Against Shareholder 13 Call Special Meetings Against For Shareholder 14 Prepare Employment Diversity Report Against Against Shareholder 15 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 16 Assess Energy Use and Establish Against For Shareholder Reduction Targets - -------------------------------------------------------------------------------- INTEL CORPORATION Ticker: INTC Security ID: 458140100 Meeting Date: MAY 20, 2009 Meeting Type: Annual Record Date: MAR 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Charlene Barshefsky For For Management 2 Elect Director Susan L. Decker For For Management 3 Elect Director John J. Donahoe For For Management 4 Elect Director Reed E. Hundt For For Management 5 Elect Director Paul S. Otellini For For Management 6 Elect Director James D. Plummer For For Management 7 Elect Director David S. Pottruck For For Management 8 Elect Director Jane E. Shaw For For Management 9 Elect Director John L. Thornton For For Management 10 Elect Director Frank D. Yeary For For Management 11 Elect Director David B. Yoffie For For Management 12 Ratify Auditors For For Management 13 Amend Omnibus Stock Plan For For Management 14 Approve Stock Option Exchange Program For For Management 15 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 16 Provide for Cumulative Voting Against Against Shareholder 17 Adopt Policy on Human Rights to Water Against Against Shareholder - -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORP. Ticker: IBM Security ID: 459200101 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: FEB 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A. J. P. Belda For For Management 1.2 Elect Director C. Black For For Management 1.3 Elect Director W. R. Brody For For Management 1.4 Elect Director K. I. Chenault For For Management 1.5 Elect Director M. L. Eskew For For Management 1.6 Elect Director S. A. Jackson For For Management 1.7 Elect Director T. Nishimuro For For Management 1.8 Elect Director J. W. Owens For For Management 1.9 Elect Director S. J. Palmisano For For Management 1.10 Elect Director J. E. Spero For For Management 1.11 Elect Director S. Taurel For For Management 1.12 Elect Director L. H. Zambrano For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Provide for Cumulative Voting Against Against Shareholder 5 Exclude Pension Income from Performance Against For Shareholder Metrics for Executive Pay 6 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- INTERNATIONAL PAPER CO. Ticker: IP Security ID: 460146103 Meeting Date: MAY 11, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Directors John V. Faraci For Withhold Management 1.2 Elect Directors Stacey J. Mobley For For Management 1.3 Elect Directors William G. Walter For Withhold Management 1.4 Elect Directors J. Steven Whisler For Withhold Management 2 Ratify Auditors For For Management 3 Permit Right to Call Special Meeting For For Management 4 Approve Omnibus Stock Plan For For Management 5 Report on Sustainable Forestry Against Against Shareholder - -------------------------------------------------------------------------------- J. C. PENNEY CO., INC (HLDG CO) Ticker: JCP Security ID: 708160106 Meeting Date: MAY 15, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Colleen C. Barrett For For Management 2 Elect Director M. Anthony Burns For For Management 3 Elect Director Maxine K. Clark For For Management 4 Elect Director Thomas J. Engibous For For Management 5 Elect Director Kent B. Foster For For Management 6 Elect Director Ken C. Hicks For For Management 7 Elect Director Burl Osborne For Against Management 8 Elect Director Leonard H. Roberts For For Management 9 Elect Director Javier G. Teruel For For Management 10 Elect Director R. Gerald Turner For For Management 11 Elect Director Myron E. Ullman, III For For Management 12 Elect Director Mary Beth West For For Management 13 Ratify Auditors For For Management 14 Approve Omnibus Stock Plan For For Management 15 Adopt Principles for Health Care Reform Against Against Shareholder - -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 19, 2009 Meeting Type: Annual Record Date: MAR 20, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Crandall C. Bowles For For Management 1.2 Elect Director Stephen B. Burke For For Management 1.3 Elect Director David M. Cote For For Management 1.4 Elect Director James S. Crown For For Management 1.5 Elect Director James Dimon For For Management 1.6 Elect Director Ellen V. Futter For Against Management 1.7 Elect Director William H. Gray, III For For Management 1.8 Elect Director Laban P. Jackson, Jr. For For Management 1.9 Elect Director David C. Novak For For Management 1.10 Elect Director Lee R. Raymond For For Management 1.11 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Disclose Prior Government Service Against Against Shareholder 5 Provide for Cumulative Voting Against Against Shareholder 6 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder Special Meetings 7 Report on Predatory Lending Policies Against Against Shareholder 8 Amend Key Executive Performance Plan Against Against Shareholder 9 Stock Retention/Holding Period Against For Shareholder 10 Prepare Carbon Principles Report Against Against Shareholder - -------------------------------------------------------------------------------- KIMBERLY-CLARK CORP. Ticker: KMB Security ID: 494368103 Meeting Date: APR 30, 2009 Meeting Type: Annual Record Date: MAR 2, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John R. Alm For For Management 1.2 Elect Director Dennis R. Beresford For For Management 1.3 Elect Director John F. Bergstrom For Against Management 1.4 Elect Director Abelardo E. Bru For For Management 1.5 Elect Director Robert W. Decherd For For Management 1.6 Elect Director Thomas J. Falk For For Management 1.7 Elect Director Mae C. Jemison For For Management 1.8 Elect Director Ian C. Read For For Management 1.9 Elect Director G. Craig Sullivan For For Management 2 Ratify Auditors For For Management 3 Provide Right to Call Special Meeting For For Management 4 Amend Omnibus Stock Plan For For Management 5 Provide for Cumulative Voting Against Against Shareholder - -------------------------------------------------------------------------------- KLA-TENCOR CORP. Ticker: KLAC Security ID: 482480100 Meeting Date: NOV 13, 2008 Meeting Type: Annual Record Date: SEP 30, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert M. Calderoni For For Management 1.2 Elect Director John T. Dickson For For Management 1.3 Elect Director Kevin J. Kennedy For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- KRAFT FOODS INC Ticker: KFT Security ID: 50075N104 Meeting Date: MAY 20, 2009 Meeting Type: Annual Record Date: MAR 12, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ajay Banga For For Management 1.2 Elect Director Myra M. Hart For For Management 1.3 Elect Director Lois D. Juliber For For Management 1.4 Elect Director Mark D. Ketchum For For Management 1.5 Elect Director Richard A. Lerner For For Management 1.6 Elect Director John C. Pope For For Management 1.7 Elect Director Fredric G. Reynolds For For Management 1.8 Elect Director Irene B. Rosenfeld For For Management 1.9 Elect Director Deborah C. Wright For For Management 1.10 Elect Director Frank G. Zarb For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder Special Meetings - -------------------------------------------------------------------------------- LIBERTY MEDIA CORPORATION Ticker: LINTA Security ID: 53071M104 Meeting Date: JUN 25, 2009 Meeting Type: Annual Record Date: APR 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donne F. Fisher For Withhold Management 1.2 Elect Director Gregory B. Maffei For For Management 1.3 Elect Director M. Lavoy Robison For Withhold Management 2 Change Company Name For For Management 3 Approve Reverse Stock Split For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LIBERTY MEDIA CORPORATION Ticker: LINTA Security ID: 53071M500 Meeting Date: JUN 25, 2009 Meeting Type: Annual Record Date: APR 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donne F. Fisher For Withhold Management 1.2 Elect Director Gregory B. Maffei For For Management 1.3 Elect Director M. Lavoy Robison For Withhold Management 2 Change Company Name For For Management 3 Approve Reverse Stock Split For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LOWE'S COMPANIES, INC. Ticker: LOW Security ID: 548661107 Meeting Date: MAY 29, 2009 Meeting Type: Annual Record Date: MAR 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter C. Browning For For Management 1.2 Elect Director Marshall O. Larsen For For Management 1.3 Elect Director Stephen F. Page For For Management 1.4 Elect Director O. Temple Sloan, Jr. For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Eliminate Supermajority Vote For For Management Requirement 5 Reincorporate in Another State from Against Against Shareholder Delaware to North Dakota 6 Adopt Principles for Health Care Reform Against Against Shareholder 7 Require Independent Board Chairman Against Against Shareholder - -------------------------------------------------------------------------------- MACY'S INC Ticker: M Security ID: 55616P104 Meeting Date: MAY 15, 2009 Meeting Type: Annual Record Date: MAR 20, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen F. Bollenbach For For Management 1.2 Elect Director Deirdre P. Connelly For For Management 1.3 Elect Director Meyer Feldberg For For Management 1.4 Elect Director Sara Levinson For For Management 1.5 Elect Director Terry J. Lundgren For For Management 1.6 Elect Director Joseph Neubauer For For Management 1.7 Elect Director Joseph A. Pichler For For Management 1.8 Elect Director Joyce M. Roche For For Management 1.9 Elect Director Karl M. von der Heyden For For Management 1.10 Elect Director Craig E. Weatherup For For Management 1.11 Elect Director Marna C. Whittington For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Reduce Supermajority Vote Requirement Against For Shareholder 5 Stock Retention/Holding Period Against For Shareholder - -------------------------------------------------------------------------------- MERRILL LYNCH & CO., INC. Ticker: MER Security ID: 590188108 Meeting Date: DEC 5, 2008 Meeting Type: Special Record Date: OCT 10, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Amend Certificate of Incorporation to For For Management Permit Holders of Series 2 and 3 Preferred Stock the Right to vote with Common Stock Holders 3 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- METLIFE, INC Ticker: MET Security ID: 59156R108 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: MAR 2, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. Robert Henrikson For For Management 1.2 Elect Director John M. Keane For For Management 1.3 Elect Director Catherine R. Kinney For For Management 1.4 Elect Director Hugh B. Price For For Management 1.5 Elect Director Kenton J. Sicchitano For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MICROSOFT CORP. Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 19, 2008 Meeting Type: Annual Record Date: SEP 5, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Steven A. Ballmer For For Management 2 Elect Director James I. Cash, Jr. For For Management 3 Elect Director Dina Dublon For For Management 4 Elect Director William H. Gates, III For For Management 5 Elect Director Raymond V. Gilmartin For For Management 6 Elect Director Reed Hastings For For Management 7 Elect Director David F. Marquardt For For Management 8 Elect Director Charles H. Noski For For Management 9 Elect Director Helmut Panke For For Management 10 Approve Executive Incentive Bonus Plan For For Management 11 Amend Non-Employee Director Omnibus For For Management Stock Plan 12 Ratify Auditors For For Management 13 Adopt Policies to Protect Freedom of Against Against Shareholder Access to the Internet 14 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights 15 Report on Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- NEWS CORPORATION Ticker: NWS Security ID: 65248E203 Meeting Date: OCT 17, 2008 Meeting Type: Annual Record Date: AUG 18, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Peter Chernin For For Management 2 Elect Director Sir Roderick I. For For Management Eddington 3 Elect Director Mark Hurd For For Management 4 Elect Director Andrew S.B. Knight For Withhold Management 5 Elect Director James R. Murdoch For For Management 6 Elect Director K. Rupert Murdoch For For Management 7 Elect Director Jose Maria Aznar For For Management 8 Elect Director Natalie Bancroft For Withhold Management 9 Elect Director Peter L. Barnes For For Management 10 Elect Director Kenneth E. Cowley For For Management 11 Elect Director David F. DeVoe For For Management 12 Elect Director Viet Dinh For For Management 13 Elect Director Lachlan K. Murdoch For For Management 14 Elect Director Thomas J. Perkins For For Management 15 Elect Director Arthur M. Siskind For For Management 16 Elect Director John L. Thornton For Withhold Management 17 Ratify Auditors For For Management 18 Declassify the Board of Directors For For Management - -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 23, 2009 Meeting Type: Annual Record Date: FEB 24, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis A. Ausiello For For Management 1.2 Elect Director Michael S. Brown For For Management 1.3 Elect Director M. Anthony Burns For For Management 1.4 Elect Director Robert N. Burt For For Management 1.5 Elect Director W. Don Cornwell For For Management 1.6 Elect Director William H. Gray, III For For Management 1.7 Elect Director Constance J. Horner For For Management 1.8 Elect Director James M. Kilts For For Management 1.9 Elect Director Jeffrey B. Kindler For For Management 1.10 Elect Director George A. Lorch For For Management 1.11 Elect Director Dana G. Mead For For Management 1.12 Elect Director Suzanne Nora Johnson For For Management 1.13 Elect Director Stephen W. Sanger For For Management 1.14 Elect Director William C. Steere, Jr. For Against Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Limit/Prohibit Executive Stock-Based Against Against Shareholder Awards 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 6 Provide for Cumulative Voting Against Against Shareholder 7 Amend Bylaws -- Call Special Meetings Against For Shareholder - -------------------------------------------------------------------------------- PHILIP MORRIS INTERNATIONAL INC. Ticker: PM Security ID: 718172109 Meeting Date: MAY 5, 2009 Meeting Type: Annual Record Date: MAR 10, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harold Brown For For Management 1.2 Elect Director Mathis Cabiallavetta For For Management 1.3 Elect Director Louis C. Camilleri For For Management 1.4 Elect Director J. Dudley Fishburn For For Management 1.5 Elect Director Graham Mackay For For Management 1.6 Elect Director Sergio Marchionne For Against Management 1.7 Elect Director Lucio A. Noto For For Management 1.8 Elect Director Carlos Slim Helu For For Management 1.9 Elect Director Stephen M. Wolf For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- PNC FINANCIAL SERVICES GROUP, INC. Ticker: PNC Security ID: 693475105 Meeting Date: DEC 23, 2008 Meeting Type: Special Record Date: NOV 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Acquisition For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- PNC FINANCIAL SERVICES GROUP, INC. Ticker: PNC Security ID: 693475105 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: FEB 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard O. Berndt For For Management 1.2 Elect Director Charles E. Bunch For For Management 1.3 Elect Director Paul W. Chellgren For For Management 1.4 Elect Director Robert N. Clay For For Management 1.5 Elect Director Kay Coles James For For Management 1.6 Elect Director Richard B. Kelson For For Management 1.7 Elect Director Bruce C. Lindsay For For Management 1.8 Elect Director Anthony A. Massaro For For Management 1.9 Elect Director Jane G. Pepper For For Management 1.10 Elect Director James E. Rohr For For Management 1.11 Elect Director Donald J. Shepard For For Management 1.12 Elect Director Lorene K. Steffes For For Management 1.13 Elect Director Dennis F. Strigl For For Management 1.14 Elect Director Stephen G. Thieke For For Management 1.15 Elect Director Thomas J. Usher For For Management 1.16 Elect Director George H. Walls, Jr. For For Management 1.17 Elect Director Helge H. Wehmeier For For Management 2 Approve Qualified Employee Stock For For Management Purchase Plan 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Stock Retention/Holding Period Against For Shareholder - -------------------------------------------------------------------------------- PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: OCT 14, 2008 Meeting Type: Annual Record Date: AUG 15, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth I. Chenault For For Management 1.2 Elect Director Scott D. Cook For For Management 1.3 Elect Director Rajat K. Gupta For For Management 1.4 Elect Director A.G. Lafley For For Management 1.5 Elect Director Charles R. Lee For For Management 1.6 Elect Director Lynn M. Martin For For Management 1.7 Elect Director W. James McNerney, Jr. For For Management 1.8 Elect Director Johnathan A. Rodgers For For Management 1.9 Elect Director Ralph Snyderman For For Management 1.10 Elect Director Margaret C. Whitman For For Management 1.11 Elect Director Patricia A. Woertz For For Management 1.12 Elect Director Ernesto Zedillo For For Management 2 Ratify Auditors For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Rotate Annual Meeting Location Against Against Shareholder 5 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- SARA LEE CORP. Ticker: SLE Security ID: 803111103 Meeting Date: OCT 30, 2008 Meeting Type: Annual Record Date: SEP 3, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Brenda C. Barnes For For Management 2 Elect Director Christopher B. Begley For For Management 3 Elect Director Crandall C. Bowles For For Management 4 Elect Director Virgis W. Colbert For For Management 5 Elect Director James S. Crown For For Management 6 Elect Director Laurette T. Koellner For For Management 7 Elect Director Cornelis J.A. van Lede For For Management 8 Elect Director John McAdam For For Management 9 Elect Director Ian Prosser For For Management 10 Elect Director Rozanne L. Ridgway For Against Management 11 Elect Director Norman R. Sorensen For For Management 12 Elect Director Jeffrey W. Ubben For For Management 13 Elect Director Jonathan P. Ward For For Management 14 Ratify Auditors For For Management 15 Re-Approve Performance Measures For For Management - -------------------------------------------------------------------------------- SCHERING-PLOUGH CORP. Ticker: SGP Security ID: 806605101 Meeting Date: MAY 18, 2009 Meeting Type: Annual Record Date: APR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas J. Colligan For For Management 1.2 Elect Director Fred Hassan For For Management 1.3 Elect Director C. Robert Kidder For For Management 1.4 Elect Director Eugene R. McGrath For For Management 1.5 Elect Director Antonio M. Perez For For Management 1.6 Elect Director Patricia F. Russo For For Management 1.7 Elect Director Jack L. Stahl For For Management 1.8 Elect Director Craig B. Thompson For For Management 1.9 Elect Director Kathryn C. Turner For For Management 1.10 Elect Director Robert F.W. van Oordt For For Management 1.11 Elect Director Arthur F. Weinbach For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder 4 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder Special Meetings - -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: MAY 28, 2009 Meeting Type: Proxy Contest Record Date: MAR 30, 2009 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (White Card) 1 Fix Number of Directors at 12 For Against Management 2 Elect Director Mary N. Dillon For For Management 3 Elect Director Richard M. Kovacevich For For Management 4 Elect Director George W. Tamke For For Management 5 Elect Director Solomon D. Trujillo For For Management 6 Ratify Auditors For For Management 7 Amend Omnibus Stock Plan For For Management 8 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (Gold Card) 1 Fix Number of Directors at 12 Against None Management 2.1 Elect Director William A. Ackman For None Shareholder 2.2 Elect Director Michael L. Ashner For None Shareholder 2.3 Elect Director James L. Donald For None Shareholder 2.4 Elect Director Richard W. Vague For None Shareholder 3 Elect Director Ronald J. Gilson For None Shareholder 4 Ratify Auditors For None Management 5 Amend Omnibus Stock Plan For None Management 6 Advisory Vote to Ratify Named Executive Abstain None Shareholder Officers' Compensation - -------------------------------------------------------------------------------- TIME WARNER CABLE INC. Ticker: TWC Security ID: 88732J207 Meeting Date: JUN 3, 2009 Meeting Type: Annual Record Date: APR 8, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carole Black For For Management 2 Elect Director Glenn A. Britt For For Management 3 Elect Director Thomas H. Castro For For Management 4 Elect Director David C. Chang For For Management 5 Elect Director James E. Copeland, Jr. For For Management 6 Elect Director Peter R. Haje For For Management 7 Elect Director Donna A. James For For Management 8 Elect Director Don Logan For For Management 9 Elect Director N.J. Nicholas, Jr. For For Management 10 Elect Director Wayne H. Pace For For Management 11 Elect Director Edward D. Shirley For For Management 12 Elect Director John E. Sununu For For Management 13 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TIME WARNER INC Ticker: TWX Security ID: 887317105 Meeting Date: JAN 16, 2009 Meeting Type: Special Record Date: NOV 20, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Reverse Stock Split For For Management - -------------------------------------------------------------------------------- TIME WARNER INC Ticker: TWX Security ID: 887317303 Meeting Date: MAY 28, 2009 Meeting Type: Annual Record Date: APR 3, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Herbert M. Allison, Jr. For For Management 1.2 Elect Director James L. Barksdale For For Management 1.3 Elect Director Jeffrey L. Bewkes For For Management 1.4 Elect Director Stephen F. Bollenbach For For Management 1.5 Elect Director Frank J. Caufield For For Management 1.6 Elect Director Robert C. Clark For For Management 1.7 Elect Director Mathias Dopfner For For Management 1.8 Elect Director Jessica P. Einhorn For For Management 1.9 Elect Director Michael A. Miles For For Management 1.10 Elect Director Kenneth J. Novack For For Management 1.11 Elect Director Deborah C. Wright For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Provide for Cumulative Voting Against Against Shareholder 5 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder Special Meetings 6 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- TORCHMARK CORP. Ticker: TMK Security ID: 891027104 Meeting Date: APR 30, 2009 Meeting Type: Annual Record Date: MAR 2, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David L. Boren For For Management 1.2 Elect Director M. Jane Buchan For For Management 1.3 Elect Director Robert W. Ingram For For Management 1.4 Elect Director Paul J. Zucconi For For Management 2 Ratify Auditors For For Management 3 Adopt Majority Voting for Uncontested For Against Management Election of Directors - -------------------------------------------------------------------------------- TOTAL SA Ticker: TOT Security ID: 89151E109 Meeting Date: MAY 15, 2009 Meeting Type: Annual/Special Record Date: APR 7, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 2.28 per Share 4 Approve Special Auditors' Report For For Management Presenting Ongoing Related-Party Transactions 5 Approve Transaction with Thierry For For Management Desmarest 6 Approve Transaction with Christophe de For For Management Margerie 7 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 8 Reelect Anne Lauvergeon as Director For For Management 9 Reelect Daniel Bouton as Director For Against Management 10 Reelect Bertrand Collomb as Director For For Management 11 Reelect Christophe de Margerie as For For Management Director 12 Reelect Michel Pebereau as Director For For Management 13 Electe Patrick Artus as Director For For Management 14 Amend Article 12 of Bylaws Re: Age For For Management Limit for Chairman A Amend Article 19 of Bylaws Re: Against Against Shareholder Disclosure of Individual Stock Option Plans B Amend Article 11 of Bylaws Re: Against Against Shareholder Nomination of Employee's Shareholder Representative to the Board of Directors C Approve Restricted Stock Plan for Against Against Shareholder Employee - -------------------------------------------------------------------------------- TRAVELERS COMPANIES, INC., THE Ticker: TRV Security ID: 89417E109 Meeting Date: MAY 5, 2009 Meeting Type: Annual Record Date: MAR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan L. Beller For For Management 1.2 Elect Director John H. Dasburg For For Management 1.3 Elect Director Janet M. Dolan For For Management 1.4 Elect Director Kenneth M. Duberstein For For Management 1.5 Elect Director Jay S. Fishman For For Management 1.6 Elect Director Lawrence G. Graev For For Management 1.7 Elect Director Patricia L. Higgins For For Management 1.8 Elect Director Thomas R. Hodgson For For Management 1.9 Elect Director Cleve L. Killingsworth, For For Management Jr. 1.10 Elect Director Robert I. Lipp For For Management 1.11 Elect Director Blythe J. McGarvie For For Management 1.12 Elect Director Laurie J. Thomsen For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Report on Political Contributions Against For Shareholder - -------------------------------------------------------------------------------- U.S. BANCORP Ticker: USB Security ID: 902973304 Meeting Date: APR 21, 2009 Meeting Type: Annual Record Date: FEB 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Douglas M. Baker, Jr. For For Management 1.2 Elect Director Y. Marc Belton For For Management 1.3 Elect Director Richard K. Davis For For Management 1.4 Elect Director Joel W. Johnson For For Management 1.5 Elect Director David O'Maley For For Management 1.6 Elect Director O'dell M. Owens For For Management 1.7 Elect Director Craig D. Schnuck For For Management 1.8 Elect Director Patrick T. Stokes For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation - -------------------------------------------------------------------------------- UNILEVER N.V. Ticker: UN Security ID: 904784709 Meeting Date: OCT 29, 2008 Meeting Type: Special Record Date: SEP 24, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Appointment of Paul Polman as For For Management Executive Director - -------------------------------------------------------------------------------- UNILEVER N.V. Ticker: UN Security ID: 904784709 Meeting Date: MAY 14, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Report of Management Board None None Management (Non-Voting) 2 Approve Financial Statements and For For Management Allocation of Income 3 Approve Discharge of Executive For For Management Directors 4 Approve Discharge of Non-Executive For For Management Directors 5 Elect L.A. Lawrence as Executive For For Management Director 6 Elect P.G.J.M. Polman as Executive For For Management Director 7 Reelect L. Brittan of Spennithorne as For For Management Non-Executive Director 8 Reelect W. Dik as Non-Executive For For Management Director 9 Reelect C.E. Golden as Non-Executive For For Management Director 10 Reelect B.E. Grote as Non-Executive For For Management Director 11 Reelect N. Murthy as Non-Executive For For Management Director 12 Reelect H. Nyasulu as Non-Executive For For Management Director 13 Reelect K.J. Storm as Non-Executive For For Management Director 14 Reelect M. Treschow as Non-Executive For For Management Director 15 Reelect J. van der Veer as For Against Management Non-Executive Director 16 Elect L.O. Fresco as Non-Executive For For Management Director 17 Elect A.M. Fudge as Non-Executive For For Management Director 18 Elect P. Walsh as Non-Executive For For Management Director 19 Ratify PwC as Auditors For For Management 20 Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger and Restricting/Excluding Preemptive Rights 21 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 22 Approve Reduction in Share Capital by For For Management Cancellation of Shares 23.1 Amend Articles Re: Move to Quarterly For For Management Dividends 23.2 Amend Articles Re: Move to Quarterly For For Management Dividends 24 Allow Questions None None Management - -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: JUN 2, 2009 Meeting Type: Annual Record Date: APR 3, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William C. Ballard, Jr. For For Management 2 Elect Director Richard T. Burke For For Management 3 Elect Director Robert J. Darretta For For Management 4 Elect Director Stephen J. Hemsley For For Management 5 Elect Director Michele J. Hooper For For Management 6 Elect Director Douglas W. Leatherdale For For Management 7 Elect Director Glenn M. Renwick For For Management 8 Elect Director Kenneth I. Shine, M.D. For For Management 9 Elect Director Gail R. Wilensky, Ph.D. For For Management 10 Ratify Auditors For For Management 11 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 7, 2009 Meeting Type: Annual Record Date: MAR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard L. Carrion For For Management 1.2 Elect Director M. Frances Keeth For For Management 1.3 Elect Director Robert W. Lane For For Management 1.4 Elect Director Sandra O. Moose For For Management 1.5 Elect Director Joseph Neubauer For For Management 1.6 Elect Director Donald T. Nicolaisen For For Management 1.7 Elect Director Thomas H. O'Brien For For Management 1.8 Elect Director Clarence Otis, Jr. For For Management 1.9 Elect Director Hugh B. Price For For Management 1.10 Elect Director Ivan G. Seidenberg For For Management 1.11 Elect Director John W. Snow For For Management 1.12 Elect Director John R. Stafford For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Approve Omnibus Stock Plan For For Management 5 Approve Executive Incentive Bonus Plan For For Management 6 Prohibit Executive Stock-Based Awards Against Against Shareholder 7 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 8 Require Independent Board Chairman Against For Shareholder 9 Provide for Cumulative Voting Against Against Shareholder 10 Seek Shareholder Approval for Certain Against Against Shareholder Death Benefits - -------------------------------------------------------------------------------- WAL-MART STORES, INC. Ticker: WMT Security ID: 931142103 Meeting Date: JUN 5, 2009 Meeting Type: Annual Record Date: APR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Aida M. Alvarez For For Management 2 Elect Director James W. Breyer For For Management 3 Elect Director M. Michele Burns For For Management 4 Elect Director James I. Cash, Jr. For For Management 5 Elect Director Roger C. Corbett For For Management 6 Elect Director Douglas N. Daft For For Management 7 Elect Director Michael T. Duke For For Management 8 Elect Director Gregory B. Penner For For Management 9 Elect Director Allen I. Questrom For For Management 10 Elect Director H. Lee Scott, Jr. For For Management 11 Elect Director Arne M. Sorenson For For Management 12 Elect Director Jim C. Walton For For Management 13 Elect Director S. Robson Walton For For Management 14 Elect Director Christopher J. Williams For For Management 15 Elect Director Linda S. Wolf For For Management 16 Ratify Auditors For For Management 17 Amend EEO Policy to Prohibit Against For Shareholder Discrimination based on Sexual Orientation and Gender Identity 18 Adopt Pay for Superior Performance Against Against Shareholder Principles 19 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 20 Report on Political Contributions Against For Shareholder 21 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 22 Stock Retention/Holding Period Against Against Shareholder - -------------------------------------------------------------------------------- WELLPOINT, INC. Ticker: WLP Security ID: 94973V107 Meeting Date: MAY 20, 2009 Meeting Type: Annual Record Date: MAR 18, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lenox D. Baker, Jr., For For Management M.D. 2 Elect Director Susan B. Bayh For For Management 3 Elect Director Larry C. Glasscock For For Management 4 Elect Director Julie A. Hill For For Management 5 Elect Director Ramiro G. Peru For For Management 6 Ratify Auditors For For Management 7 Approve Omnibus Stock Plan For For Management 8 Amend Qualified Employee Stock Purchase For For Management Plan 9 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- WELLS FARGO AND COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: FEB 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John D. Baker II For Against Management 2 Elect Director John S. Chen For For Management 3 Elect Director Lloyd H. Dean For For Management 4 Elect Director Susan E. Engel For For Management 5 Elect Director Enrique Hernandez, Jr. For For Management 6 Elect Director Donald M. James For Against Management 7 Elect Director Robert L. Joss For For Management 8 Elect Director Richard M. Kovacevich For For Management 9 Elect Director Richard D. McCormick For For Management 10 Elect Director Mackey J. McDonald For Against Management 11 Elect Director Cynthia H. Milligan For Against Management 12 Elect Director Nicholas G. Moore For For Management 13 Elect Director Philip J. Quigley For Against Management 14 Elect Director Donald B. Rice For Against Management 15 Elect Director Judith M. Runstad For For Management 16 Elect Director Stephen W. Sanger For For Management 17 Elect Director Robert K. Steel For For Management 18 Elect Director John G. Stumpf For For Management 19 Elect Director Susan G. Swenson For For Management 20 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 21 Ratify Auditors For For Management 22 Amend Omnibus Stock Plan For Against Management 23 Require Independent Board Chairman Against Against Shareholder 24 Report on Political Contributions Against For Shareholder - -------------------------------------------------------------------------------- WESTERN UNION COMPANY, THE Ticker: WU Security ID: 959802109 Meeting Date: MAY 13, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roberto G. Mendoza For For Management 1.2 Elect Director Michael A. Miles, Jr. For For Management 1.3 Elect Director Dennis Stevenson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- YAHOO!, INC. Ticker: YHOO Security ID: 984332106 Meeting Date: JUN 25, 2009 Meeting Type: Annual Record Date: APR 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol Bartz For For Management 1.2 Elect Director Frank J. Biondi, Jr. For For Management 1.3 Elect Director Roy J. Bostock For For Management 1.4 Elect Director Ronald W. Burkle For For Management 1.5 Elect Director John H. Chapple For For Management 1.6 Elect Director Eric Hippeau For For Management 1.7 Elect Director Carl C. Icahn For For Management 1.8 Elect Director Vyomesh Joshi For For Management 1.9 Elect Director Arthur H. Kern For For Management 1.10 Elect Director Mary Agnes Wilderotter For For Management 1.11 Elect Director Gary L. Wilson For For Management 1.12 Elect Director Jerry Yang For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant): Morgan Stanley Value Fund By (Signature and Title)* /s/ Randy Takian ---------------------------------------- Randy Takian President and Principal Executive Officer - Office of the Funds Date August 28, 2009 * Print the name and title of each signing officer under his or her signature.