UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-05848
The Gabelli Value Fund Inc.
(Exact name of registrant as specified in charter)
One Corporate Center
Rye, New York 10580-1422
(Address of principal executive offices) (Zip code)
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422
(Name and address of agent for service)
Registrant's telephone number, including area code:
1-800-422-3554
Date of fiscal year end: December 31
Date of reporting period: July 1, 2009 - June 30, 2010
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, 2009 TO JUNE 30, 2010
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 1
Investment Company Report
- --------------------------------------------------------------------------------
MACROVISION SOLUTIONS CORPORATION
SECURITY 55611C108 MEETING TYPE Annual
TICKER SYMBOL MVSN MEETING DATE 15-Jul-2009
ISIN US55611C1080 AGENDA 933104010 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 ALFRED J. AMOROSO For For
2 ANDREW K. LUDWICK For For
3 ALAN L. EARHART For For
4 ROBERT J. MAJTELES For For
5 JAMES E. MEYER For For
6 JAMES P. 0'SHAUGHNESSY For For
7 RUTHANN QUINDLEN For For
02 PROPOSAL TO AMEND MACROVISION SOLUTIONS CORPORATION'S Management For For
CERTIFICATE OF INCORPORATION TO CHANGE THE CORPORATE NAME
OF THE COMPANY.
03 PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS Management For For
MACROVISION SOLUTIONS CORPORATION INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE CURRENT YEAR.
- --------------------------------------------------------------------------------
REMY COINTREAU SA, COGNAC
SECURITY F7725A100 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 28-Jul-2009
ISIN FR0000130395 AGENDA 702026320 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
"French Resident Shareowners must complete, sign and Non-Voting
forward the Proxy Card di-rectly to the sub custodian.
Please contact your Client Service Representative-to
obtain the necessary card, account details and directions.
The following a-pplies to Non- Resident Shareowners: Proxy
Cards: Voting instructions will be f- orwarded to the
Global Custodians that have become Registered
Intermediaries,-on the Vote Deadline Date. In capacity as
Registered Intermediary, the Global-Custodian will sign
the Proxy Card and forward to the local custodian. If
you-are unsure whether your Global Custodian acts as
Registered Intermediary, plea-se contact your
representative."
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE Non-Voting
OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE OF "ABSTAIN" WILL
BE TREATED AS AN "AGAINST" VOTE.
O.1 Approve the unconsolidated accounts for the 2008/2009 FY Management For For
O.2 Approve the consolidated accounts for the 2008/2009 FY Management For For
O.3 Approve the distribution of profits and distribution of Management For For
dividends
O.4 Approve the agreements referred to in Articles L.225-38 of Management For For
the Commercial Code
O.5 Grant discharge to the Board of Directors Management For For
O.6 Approve the renewal of Mr. Francois Heriard Dubreuil's Management For For
mandate as a Board Member
O.7 Approve the renewal of Mr. Jacques-Etienne de T'Serclaes' Management For For
mandate as a Board Member
O.8 Approve the renewal of Mr. Gabriel Hawawini's mandate as a Management For For
Board Member
O.9 Approve the renewal of the Orpar Company's mandate as a Management For For
Board Member
O.10 Approve the attendance allowances Management For For
O.11 Approve an amendment to a commitment referred to in Management For For
Article L.225-42-1 of the Commercial Code to amend the
conditions of demand for the deferred compensation by Mr.
Jean-Marie Laborde
O.12 Ratify the continuation of the retirement liabilities in Management For For
the benefit defined referred to in the last paragraph of
Article L.225-42-1 of the Commercial Code which benefits
Ms. Dominique Dubreuil Heriard, Messrs. Francois and Marc
Heriard Dubreuil and Mr. Jean-Marie Laborde, as a
regulated agreement and pursuant to Articles L.225-38 and
L.225-42 of the Commercial Code
O.13 Authorize the Board of Directors to acquire and sell Management For For
Company's shares under Articles L.225-209 and sequence of
the Commercial Code
O.14 Grant powers for formalities Management For For
E.15 Authorize the Board of Directors to reduce the share Management For For
capital by cancellation of treasury shares held by the
Company
E.16 Authorize the Board of Directors to increase the share Management For For
capital by issue, with maintenance of preferential
subscription rights of the shareholders, of the Company'
shares and/or warrants giving access to the Company's
capital and/or issue of warrants giving right to the
allocation of debt securities
E.17 Authorize the Board of Directors to increase the share Management For For
capital by issue, with cancellation of preferential
subscription rights of the shareholders, of Company's
shares and/or warrants giving access to the Company's
capital and/or issue of warrants giving right to the
allocation of debt securities
E.18 Authorize the Board of Directors to fix the issue price of Management For For
the securities to be issued under the 17th resolution,
with cancellation of preferential subscription rights of
the shareholders, within the limit of 10% of the capital
per year
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 2
E.19 Authorize the Board of Directors to increase the number of Management For For
securities to be issued in case of an issue with or
without preferential subscription rights of the
shareholders
E.20 Authorize the Board of Directors to increase the Company's Management For For
capital by incorporation of reserves, profits or premiums
E.21 Authorize the Board of Directors to proceed with the issue Management For For
of shares or warrants giving access to capital within the
limit of 10% of the capital to pay contributions in kind
E.22 Authorize the Board of Directors to increase the share Management For For
capital by issuing shares reserved for Members of a
Company Savings Plan
E.23 Authorize the Board of Directors in case of a takeover bid Management For For
for the Company's securities
E.24 Authorize the Board of Directors to charge the cost of Management For For
capital increases carried out on the premiums relating to
those transactions
E.25 Approve the modification, as a result of a legislative Management For For
change, of Article 12 of the Company' Statutes relating to
the treasury shares held by the Board Members
E.26 Approve the modification, as a result of a legislative Management For For
change, of Article 23.2, 3rd Paragraph, of the Company's
Statutes relative to the double voting right in general
assembly
E.27 Grant powers for formalities Management For For
- --------------------------------------------------------------------------------
LEGG MASON, INC.
SECURITY 524901105 MEETING TYPE Annual
TICKER SYMBOL LM MEETING DATE 28-Jul-2009
ISIN US5249011058 AGENDA 933116281 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 ROBERT E. ANGELICA For For
2 BARRY W. HUFF For For
3 JOHN E. KOERNER III For For
4 CHERYL GORDON KRONGARD For For
5 SCOTT C. NUTTALL For For
02 AMENDMENT OF THE LEGG MASON, INC. 1996 EQUITY INCENTIVE Management For For
PLAN AND APPROVAL TO ISSUE ADDITIONAL 1,000,000 SHARES
CURRENTLY COVERED BY THE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
04 STOCKHOLDER PROPOSAL REGARDING THE EXECUTIVE INCENTIVE Shareholder Against For
COMPENSATION PLAN.
05 STOCKHOLDER PROPOSAL REGARDING MAJORITY VOTING. Shareholder Against For
- --------------------------------------------------------------------------------
MGM MIRAGE
SECURITY 552953101 MEETING TYPE Annual
TICKER SYMBOL MGM MEETING DATE 04-Aug-2009
ISIN US5529531015 AGENDA 933116015 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 ROBERT H. BALDWIN For For
2 WILLIE D. DAVIS For For
3 KENNY C. GUINN For For
4 ALEXANDER M. HAIG, JR For For
5 ALEXIS M. HERMAN For For
6 ROLAND HERNANDEZ For For
7 GARY N. JACOBS For For
8 KIRK KERKORIAN For For
9 ANTHONY MANDEKIC For For
10 ROSE MCKINNEY-JAMES For For
11 JAMES J. MURREN For For
12 DANIEL J. TAYLOR For For
13 MELVIN B. WOLZINGER For For
02 TO RATIFY THE SELECTION OF THE INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
2009.
03 TO CONSIDER A STOCKHOLDER PROPOSAL IF PRESENTED AT THE Shareholder For
ANNUAL MEETING.
04 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME Management For
BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 3
- --------------------------------------------------------------------------------
H.J. HEINZ COMPANY
SECURITY 423074103 MEETING TYPE Annual
TICKER SYMBOL HNZ MEETING DATE 12-Aug-2009
ISIN US4230741039 AGENDA 933118730 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: W.R. JOHNSON Management For For
1B ELECTION OF DIRECTOR: C.E. BUNCH Management For For
1C ELECTION OF DIRECTOR: L.S. COLEMAN, JR. Management For For
1D ELECTION OF DIRECTOR: J.G. DROSDICK Management For For
1E ELECTION OF DIRECTOR: E.E. HOLIDAY Management For For
1F ELECTION OF DIRECTOR: C. KENDLE Management For For
1G ELECTION OF DIRECTOR: D.R. O'HARE Management For For
1H ELECTION OF DIRECTOR: N. PELTZ Management For For
1I ELECTION OF DIRECTOR: D.H. REILLEY Management For For
1J ELECTION OF DIRECTOR: L.C. SWANN Management For For
1K ELECTION OF DIRECTOR: T.J. USHER Management For For
1L ELECTION OF DIRECTOR: M.F. WEINSTEIN Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Management For For
FIRM.
03 AMENDMENT OF BY-LAWS TO ADD RIGHT OF HOLDERS OF 25% OF Management For For
VOTING POWER TO CALL SPECIAL MEETING OF SHAREHOLDERS.
- --------------------------------------------------------------------------------
COOPER INDUSTRIES, LTD.
SECURITY G24182100 MEETING TYPE Special
TICKER SYMBOL CBE MEETING DATE 31-Aug-2009
ISIN BMG241821005 AGENDA 933124327 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 APPROVAL OF THE SCHEME OF ARRANGEMENT ATTACHED TO THE Management For For
ACCOMPANYING PROXY STATEMENT AS ANNEX A.
02 IF THE SCHEME OF ARRANGEMENT IS APPROVED, AND IN Management For For
CONNECTION WITH THE SCHEME OF ARRANGEMENT AND THE
REORGANIZATION, APPROVAL OF THE REDUCTION OF THE SHARE
PREMIUM OF COOPER INDUSTRIES PLC TO ALLOW THE CREATION OF
DISTRIBUTABLE RESERVES THAT WAS PREVIOUSLY UNANIMOUSLY
APPROVED BY COOPER INDUSTRIES, LTD. AND THE OTHER CURRENT
SHAREHOLDERS OF COOPER INDUSTRIES PLC.
- --------------------------------------------------------------------------------
TIVO INC.
SECURITY 888706108 MEETING TYPE Annual
TICKER SYMBOL TIVO MEETING DATE 02-Sep-2009
ISIN US8887061088 AGENDA 933125595 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 RANDY KOMISAR For For
2 THOMAS WOLZIEN For For
02 TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S Management For For
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JANUARY
31, 2010.
03 TO APPROVE AN AMENDMENT TO THE 2008 EQUITY INCENTIVE AWARD Management Against Against
PLAN TO RESERVE AN ADDITIONAL 4,000,000 SHARES OF OUR
COMMON STOCK FOR ISSUANCE.
- --------------------------------------------------------------------------------
METAVANTE TECHNOLOGIES, INC.
SECURITY 591407101 MEETING TYPE Special
TICKER SYMBOL MV MEETING DATE 04-Sep-2009
ISIN US5914071015 AGENDA 933125785 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF MARCH 31, 2009, BY AND AMONG FIDELITY NATIONAL
INFORMATION SERVICES, INC., CARS HOLDINGS, LLC, AND
METAVANTE TECHNOLOGIES, INC., AS SUCH AGREEMENT MAY BE
AMENDED FROM TIME TO TIME, AND THE TRANSACTIONS IT
CONTEMPLATES.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, Management For For
INCLUDING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE NOT
SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO
APPROVE THE FOREGOING PROPOSAL.
- --------------------------------------------------------------------------------
CHINA YUCHAI INTERNATIONAL LIMITED
SECURITY G21082105 MEETING TYPE Special
TICKER SYMBOL CYD MEETING DATE 04-Sep-2009
ISIN BMG210821051 AGENDA 933129391 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
O1 AMENDMENTS TO THE BYE-LAWS TO REMOVE THE SPECIAL SHARE Shareholder Against For
PROVISIONS AND ALL RELATED PROVISIONS.
O2 IMMEDIATE REMOVAL OF MR. TEO TONG KOOI AS AN OFFICER OF Shareholder Against For
THE COMPANY.
O3 THE APPOINTMENT OF A CEO WHO IS QUALIFIED AND COMPETENT TO Shareholder Against For
SERVE IN THAT CAPACITY AT A COMPANY WHICH IS PUBLICLY
LISTED IN THE UNITED STATES.
O4 AMENDMENTS TO THE BYE-LAWS TO PERMIT THE APPOINTMENT OF Shareholder Against For
TWO INDEPENDENT DIRECTORS BY SHAREHOLDERS WHO DO NOT HAVE
ANY DIRECT OR INDIRECT INTEREST IN THE SPECIAL SHARE NOR
ARE CONNECTED IN ANY WAY WITH COOMBER, GOLDMAN, ZHONG LIN,
THE STATE HOLDING COMPANY OR YULIN CITY GOVERNMENT.
S5 IMMEDIATE REMOVAL OF MR. TEO TONG KOOI AS A DIRECTOR OF Shareholder Against For
THE COMPANY.
S6 IMMEDIATE REMOVAL OF MR. TAN AIK-LEANG AS AUDIT COMMITTEE Shareholder Against For
CHAIRMAN AND AS A DIRECTOR OF THE COMPANY.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 4
- --------------------------------------------------------------------------------
NASHUA CORPORATION
SECURITY 631226107 MEETING TYPE Special
TICKER SYMBOL NSHA MEETING DATE 15-Sep-2009
ISIN US6312261075 AGENDA 933132538 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 THE APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, DATED AS Management For For
OF MAY 6, 2009, AMONG CENVEO, INC. ("CENVEO"), NM
ACQUISITION CORP., A WHOLLY-OWNED SUBSIDIARY OF CENVEO
("MERGER SUB"), AND NASHUA CORPORATION PURSUANT TO WHICH
NASHUA CORPORATION AND MERGER SUB WILL MERGE, AND THE
TRANSACTIONS CONTEMPLATED THEREBY.
02 THE APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY, TO PERMIT NASHUA CORPORATION TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO
CONSTITUTE A QUORUM OR TO APPROVE THE AGREEMENT AND PLAN
OF MERGER.
- --------------------------------------------------------------------------------
GERBER SCIENTIFIC, INC.
SECURITY 373730100 MEETING TYPE Contested-Annual
TICKER SYMBOL GRB MEETING DATE 17-Sep-2009
ISIN US3737301008 AGENDA 933133504 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 DONALD P. AIKEN For For
2 MARC T. GILES For For
3 EDWARD G. JEPSEN For For
4 RANDALL D. LEDFORD For For
5 JOHN R. LORD For For
6 JAVIER PEREZ For For
7 CAROLE F. ST. MARK For For
8 W. JERRY VEREEN For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2010 FISCAL YEAR.
03 PROPOSAL TO APPROVE AN AMENDMENT TO THE GERBER SCIENTIFIC, Management Against Against
INC. 2006 OMNIBUS INCENTIVE PLAN TO INCREASE BY 1,250,000
SHARES THE NUMBER OF SHARES OF THE COMPANY'S COMMON STOCK
AVAILABLE FOR ISSUANCE UNDER THE PLAN.
- --------------------------------------------------------------------------------
H&R BLOCK, INC.
SECURITY 093671105 MEETING TYPE Annual
TICKER SYMBOL HRB MEETING DATE 24-Sep-2009
ISIN US0936711052 AGENDA 933130875 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: ALAN M. BENNETT Management For For
1B ELECTION OF DIRECTOR: THOMAS M. BLOCH Management For For
1C ELECTION OF DIRECTOR: RICHARD C. BREEDEN Management For For
1D ELECTION OF DIRECTOR: ROBERT A. GERARD Management For For
1E ELECTION OF DIRECTOR: LEN J. LAUER Management For For
1F ELECTION OF DIRECTOR: DAVID B. LEWIS Management For For
1G ELECTION OF DIRECTOR: TOM D. SEIP Management For For
1H ELECTION OF DIRECTOR: L. EDWARD SHAW, JR. Management For For
1I ELECTION OF DIRECTOR: RUSSELL P. SMYTH Management For For
1J ELECTION OF DIRECTOR: CHRISTIANNA WOOD Management For For
02 APPROVAL OF AN ADVISORY PROPOSAL ON THE COMPANY'S Management For For
EXECUTIVE PAY-FOR-PERFORMANCE COMPENSATION POLICIES AND
PROCEDURES.
03 AMENDMENT TO THE 2003 LONG-TERM EXECUTIVE COMPENSATION Management For For
PLAN TO INCREASE THE AGGREGATE NUMBER OF SHARES OF COMMON
STOCK.
04 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING APRIL 30, 2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 5
- --------------------------------------------------------------------------------
DEL MONTE FOODS COMPANY
SECURITY 24522P103 MEETING TYPE Annual
TICKER SYMBOL DLM MEETING DATE 24-Sep-2009
ISIN US24522P1030 AGENDA 933133516 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: SAMUEL H. ARMACOST Management For For
1B ELECTION OF DIRECTOR: TERENCE D. MARTIN Management For For
1C ELECTION OF DIRECTOR: RICHARD G. WOLFORD Management For For
02 TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE DEL MONTE Management For For
FOODS COMPANY CERTIFICATE OF INCORPORATION TO PROVIDE FOR
THE ANNUAL ELECTION OF DIRECTORS.
03 TO APPROVE THE DEL MONTE FOODS COMPANY 2002 STOCK Management Against Against
INCENTIVE PLAN, AS AMENDED AND RESTATED.
04 TO APPROVE THE DEL MONTE FOODS COMPANY ANNUAL INCENTIVE Management For For
PLAN, AS AMENDED AND RESTATED.
05 TO RATIFY THE APPOINTMENT OF KPMG LLP AS DEL MONTE FOODS Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR ITS FISCAL YEAR ENDING MAY 2, 2010.
- --------------------------------------------------------------------------------
THE MOSAIC COMPANY
SECURITY 61945A107 MEETING TYPE Annual
TICKER SYMBOL MOS MEETING DATE 08-Oct-2009
ISIN US61945A1079 AGENDA 933133578 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 PHYLLIS E. COCHRAN For For
2 ROBERT L. LUMPKINS For For
3 HAROLD H. MACKAY For For
4 WILLIAM T. MONAHAN For For
02 APPROVAL OF THE AMENDED PERFORMANCE GOALS UNDER THE MOSAIC Management For For
COMPANY 2004 OMNIBUS STOCK AND INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING MAY 31, 2010.
- --------------------------------------------------------------------------------
TYCO ELECTRONICS LTD
SECURITY H8912P106 MEETING TYPE Special
TICKER SYMBOL TEL MEETING DATE 08-Oct-2009
ISIN CH0102993182 AGENDA 933138504 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 TO APPROVE PAYMENT OF A DISTRIBUTION TO SHAREHOLDERS Management For For
THROUGH A REDUCTION OF THE PAR VALUE OF OUR SHARES, SUCH
PAYMENT TO BE MADE IN TWO INSTALLMENTS ON OR BEFORE MARCH
26, 2010 (THE END OF THE SECOND FISCAL QUARTER OF 2010).
02 TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS OF THE Management For For
EXTRAORDINARY GENERAL MEETING.
- --------------------------------------------------------------------------------
TYCO ELECTRONICS LTD
SECURITY H8912P106 MEETING TYPE Special
TICKER SYMBOL TEL MEETING DATE 08-Oct-2009
ISIN CH0102993182 AGENDA 933148391 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 TO APPROVE PAYMENT OF A DISTRIBUTION TO SHAREHOLDERS Management For For
THROUGH A REDUCTION OF THE PAR VALUE OF OUR SHARES, SUCH
PAYMENT TO BE MADE IN TWO INSTALLMENTS ON OR BEFORE MARCH
26, 2010 (THE END OF THE SECOND FISCAL QUARTER OF 2010).
02 TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS OF THE Management For For
EXTRAORDINARY GENERAL MEETING.
- --------------------------------------------------------------------------------
DIAGEO PLC
SECURITY 25243Q205 MEETING TYPE Annual
TICKER SYMBOL DEO MEETING DATE 14-Oct-2009
ISIN US25243Q2057 AGENDA 933147313 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 REPORT AND ACCOUNTS 2009. Management For For
02 DIRECTORS' REMUNERATION REPORT 2009. Management For For
03 DECLARATION OF FINAL DIVIDEND. Management For For
04 RE-ELECTION OF LM DANON (1,3,4) AS A DIRECTOR. Management For For
05 RE-ELECTION OF LORD HOLLICK (1,3,4*) AS A DIRECTOR. Management For For
06 RE-ELECTION OF PS WALSH (2*) AS A DIRECTOR. Management For For
07 ELECTION OF PB BRUZELIUS (1,3,4) AS A DIRECTOR. Management For For
08 ELECTION OF BD HOLDEN (1,3,4) AS A DIRECTOR. Management For For
09 RE-APPOINTMENT OF AUDITOR. Management For For
10 REMUNERATION OF AUDITOR. Management For For
11 AUTHORITY TO ALLOT SHARES. Management For For
12 DISAPPLICATION OF PRE-EMPTION RIGHTS. Management For For
13 AUTHORITY TO PURCHASE OWN ORDINARY SHARES. Management For For
14 AUTHORITY TO MAKE POLITICAL DONATIONS AND/OR TO INCUR Management For For
POLITICAL EXPENDITURE IN THE EU.
15 ADOPTION OF THE DIAGEO PLC 2009 DISCRETIONARY INCENTIVE Management For For
PLAN.
16 ADOPTION OF THE DIAGEO PLC 2009 EXECUTIVE LONG TERM Management For For
INCENTIVE PLAN.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 6
17 ADOPTION OF THE DIAGEO PLC INTERNATIONAL SHAREMATCH PLAN Management For For
2009.
18 AUTHORITY TO ESTABLISH INTERNATIONAL SHARE PLANS. Management For For
19 ADOPTION OF THE DIAGEO PLC 2009 IRISH SHARESAVE PLAN. Management For For
20 AMENDMENTS TO THE RULES OF DIAGEO PLC EXECUTIVE SHARE Management For For
OPTION PLAN.
21 AMENDMENTS TO THE RULES OF DIAGEO PLC 2008 SENIOR Management For For
EXECUTIVE SHARE OPTION PLAN.
22 AMENDMENTS TO THE RULES OF DIAGEO PLC SENIOR EXECUTIVE Management For For
SHARE OPTION PLAN.
23 REDUCED NOTICE OF A GENERAL MEETING OTHER THAN AN ANNUAL Management For For
GENERAL MEETING.
24 ADOPTION OF ARTICLES OF ASSOCIATION. Management For For
- --------------------------------------------------------------------------------
IDEATION ACQUISITION CORP.
SECURITY 451665103 MEETING TYPE Special
TICKER SYMBOL IDI MEETING DATE 27-Oct-2009
ISIN US4516651035 AGENDA 933153049 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 APPROVE AN AMENDMENT TO SECTION D OF ARTICLE SIXTH OF Management For For
IDEATION'S AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION.
02 APPROVE THE CORPORATE REDOMESTICATION OF IDEATION AS A Management For For
CAYMAN ISLANDS EXEMPTED COMPANY.
03 APPROVE THE BUSINESS COMBINATION BETWEEN ID CAYMAN AND SM Management For For
CAYMAN.
3A IF YOU HAVE VOTED "FOR" OR "AGAINST" PROPOSAL 3 AND ARE Management Abstain
EXERCISING YOUR CONVERSION RIGHTS, YOU MUST CHECK THE
"FOR" BOX. CONVERSION RIGHTS WILL BE EXCERCISABLE AT THIS
TIME ONLY IF THE BUSINESS COMBINATION IS APPROVED.
04 AUTHORIZATION IN ID CAYMAN'S MEMORANDUM OF ASSOCIATION OF Management For For
1,000,000,000 ORDINARY SHARES AND 10,000,000 PREFERRED
SHARES.
05 APPROVE IN ID CAYMAN'S ARTICLES OF ASSOCIATION THE Management For For
ELIMINATION OF THE CLASSIFIED BOARD CURRENTLY AUTHORIZED
IN IDEATION'S CERTIFICATE OF INCORPORATION.
06 APPROVE IN ID CAYMAN'S ARTICLES A PROVISION THAT THE Management For For
AMENDMENT OF MEMORANDUM REQUIRE A VOTE OF TWO-THIRDS OF
SHARES VOTING.
07 APPROVE IN ID CAYMAN'S ARTICLES A PROVISION THAT THE ID Management For For
CAYMAN SHAREHOLDERS MAY NOT PASS RESOLUTIONS WITHOUT
HOLDING A MEETING.
08 APPROVE IN ID CAYMAN'S MEMORANDUM OF ASSOCIATION A Management For For
PROVISION PROVIDING FOR THE PERPETUAL EXISTENCE OF THE
COMPANY.
09 APPROVE THE ASSUMPTION OF THE SEARCHMEDIA INTERNATIONAL Management For For
LIMITED 2008 SHARE INCENTIVE PLAN AND ITS AMENDMENT AND
RESTATEMENT.
10 APPROVE AN ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL Management For For
MEETING FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES.
- --------------------------------------------------------------------------------
PERNOD-RICARD, PARIS
SECURITY F72027109 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 02-Nov-2009
ISIN FR0000120693 AGENDA 702105986 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
French Resident Shareowners must complete, sign and Non-Voting
forward the Proxy Card dir-ectly to the sub custodian.
Please contact your Client Service Representative-to
obtain the necessary card, account details and directions.
The followin-g applies to Non- Resident Shareowners: Proxy
Cards: Voting instructions will-be forwarded to the Global
Custodians that have become Registered Intermediar-ies, on
the Vote Deadline Date. In capacity as Registered
Intermediary, the Gl-obal Custodian will sign the Proxy
Card and forward to the local custodian. If-you are unsure
whether your Global Custodian acts as Registered
Intermediary,-please contact your representative
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE Non-Voting
OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE OF "ABSTAIN" WILL
BE TREATED AS AN "AGAINST" VOTE.
O.1 Approve the unconsolidated accounts for the FYE on 30 JUN Management For For
2009
O.2 Approve the consolidated accounts for the FYE on 30 JUN Management For For
2009
O.3 Approve the distribution of profits for the FYE on 30 JUN Management For For
2009 and distribution of dividends
O.4 Approve the regulated agreements referred to in Articles Management For For
L.225-38 and sequence of the Commercial Code
O.5 Approve the agreements referred to in Articles L.255-38 Management For For
and L.225-42-1 of the Commercial Code and the special
report of the Statutory Auditors in relation to Mr. Pierre
Pringuet
O.6 Approve to renew Mme. Daniele Ricard's as Board Member Management For For
O.7 Approve to renew Paul Ricard Company's mandate as Board Management For For
Member
O.8 Approve to renew Mr. Jean-Dominique Comolli's mandate as Management For For
Board Member
O.9 Approve to renew Lord Douro's mandate as Board Member Management For For
O.10 Appoint Mr. Gerald Frere as a Board Member Management For For
O.11 Appoint Mr. Michel Chambaud as a Board Member Management For For
O.12 Appoint Mr. Anders Narvinger as a Board Member Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 7
O.13 Approve the attendance allowances read aloud to the Board Management For For
Members
O.14 Authorize the Board of Directors to operate on the Management For For
Company's shares
E.15 Authorize the Board of Directors to reduce the share Management For For
capital by cancelation of treasury shares
E.16 Authorize the Board of Directors to increase the share Management For For
capital, by issuing common shares and/or warrants giving
access to the Company's capital, with maintenance of
preferential subscription rights
E.17 Authorize the Board of Directors to increase the share Management For For
capital, by issuing common shares and/or warrants giving
access to the Company's capital, with cancelation of
preferential subscription rights, through a public offer
E.18 Authorize the Board of Directors to increase the number of Management For For
securities to be issued in case of capital increase with
or without cancelation of preferential subscription rights
under the Resolutions 16 and 17
E.19 Authorize the Board of Directors to proceed with the issue Management For For
of common shares and/or warrants providing access to the
Company's capital in order to remunerate contributions in
kind to the Company within the limit of 10% of the share
capital
E.20 Authorize the Board of Directors to proceed with the issue Management For For
of common shares and/or warrants giving access to the
Company's capital in the event of a public offer initiated
by the Company
E.21 Authorize the Board of Directors to issue warrants Management For For
representing debts giving right to the allocation of debt
securities
E.22 Authorize the Board of Directors to increase the share Management For For
capital increase by incorporation of premiums, reserves,
profits or others
E.23 Authorize the Board of Directors to consent options to Management For For
Employees and Managers of the Company giving right to the
subscription of Company shares to issue or purchase
existing Company's shares
E.24 Authorize the Board of Directors to issue shares Management For For
subscription warrants in case of public offer bearing on
the Company securities
E.25 Authorize the Board of Directors to increase the capital Management For For
by issuing shares or warrants giving access to capital,
reserved for Members of a Company Savings Plan with
cancellation of preferential subscription rights for the
benefit of the latter
E.26 Amend the Articles 20 and 24 of Bylaws regarding Age limit Management For For
for Chairman of the Board and for Chief Executive Officer
E.27 Grant powers for the accomplishment of legal formalities Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF Non-Voting
ARTICLE NUMBERS IN RESOL-UTION 26. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PR-OXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- --------------------------------------------------------------------------------
MEREDITH CORPORATION
SECURITY 589433101 MEETING TYPE Annual
TICKER SYMBOL MDP MEETING DATE 04-Nov-2009
ISIN US5894331017 AGENDA 933146145 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1 DIRECTOR Management
1 JAMES R. CRAIGIE For For
2 WILLIAM T. KERR For For
3 FREDERICK B. HENRY For For
2 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING JUNE 30, 2010
3 TO CONSIDER AND ACT UPON A PROPOSAL OF THE BOARD OF Management For For
DIRECTORS TO REAFFIRM THE PREVIOUSLY APPROVED BUSINESS
CRITERIA, CLASSES OF ELIGIBLE PARTICIPANTS, AND MAXIMUM
ANNUAL INCENTIVES AWARDED UNDER THE AMENDED AND RESTATED
MEREDITH CORPORATION 2004 STOCK INCENTIVE PLAN
4 TO CONSIDER AND ACT UPON A PROPOSAL OF THE BOARD OF Management Against Against
DIRECTORS TO AUTHORIZE AN ADDITIONAL RESERVE OF 3,500,000
SHARES THAT MAY BE GRANTED UNDER THE AMENDED AND RESTATED
MEREDITH CORPORATION 2004 STOCK INCENTIVE PLAN
- --------------------------------------------------------------------------------
ARCHER-DANIELS-MIDLAND COMPANY
SECURITY 039483102 MEETING TYPE Annual
TICKER SYMBOL ADM MEETING DATE 05-Nov-2009
ISIN US0394831020 AGENDA 933149797 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: G.W. BUCKLEY Management For For
1B ELECTION OF DIRECTOR: M.H. CARTER Management For For
1C ELECTION OF DIRECTOR: D.E. FELSINGER Management For For
1D ELECTION OF DIRECTOR: V.F. HAYNES Management For For
1E ELECTION OF DIRECTOR: A. MACIEL Management For For
1F ELECTION OF DIRECTOR: P.J. MOORE Management For For
1G ELECTION OF DIRECTOR: T.F. O'NEILL Management For For
1H ELECTION OF DIRECTOR: K.R. WESTBROOK Management For For
1I ELECTION OF DIRECTOR: P.A. WOERTZ Management For For
02 ADOPT THE ARCHER-DANIELS-MIDLAND COMPANY 2009 INCENTIVE Management For For
COMPENSATION PLAN.
03 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
ACCOUNTANTS FOR THE FISCAL YEAR ENDING JUNE 30, 2010.
04 ADOPT STOCKHOLDER'S PROPOSAL REGARDING GLOBAL HUMAN RIGHTS Shareholder Against For
STANDARDS.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 8
- --------------------------------------------------------------------------------
CHINA YUCHAI INTERNATIONAL LIMITED
SECURITY G21082105 MEETING TYPE Special
TICKER SYMBOL CYD MEETING DATE 09-Nov-2009
ISIN BMG210821051 AGENDA 933153518 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 TO RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS AND Management For For
INDEPENDENT AUDITORS' REPORT FOR THE FINANCIAL YEAR ENDED
DECEMBER 31, 2008.
- --------------------------------------------------------------------------------
BROADRIDGE FINANCIAL SOLUTIONS, INC.
SECURITY 11133T103 MEETING TYPE Annual
TICKER SYMBOL BR MEETING DATE 18-Nov-2009
ISIN US11133T1034 AGENDA 933151552 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: LESLIE A. BRUN Management For For
1B ELECTION OF DIRECTOR: RICHARD J. DALY Management For For
1C ELECTION OF DIRECTOR: ROBERT N. DUELKS Management For For
1D ELECTION OF DIRECTOR: RICHARD J. HAVILAND Management For For
1E ELECTION OF DIRECTOR: ALEXANDRA LEBENTHAL Management For For
1F ELECTION OF DIRECTOR: STUART R. LEVINE Management For For
1G ELECTION OF DIRECTOR: THOMAS J. PERNA Management For For
1H ELECTION OF DIRECTOR: ALAN J. WEBER Management For For
1I ELECTION OF DIRECTOR: ARTHUR F. WEINBACH Management For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
FOR THE FISCAL YEAR ENDING JUNE 30, 2010
03 APPROVAL OF THE AMENDMENT OF THE COMPANY'S 2007 OMNIBUS Management Against Against
AWARD PLAN
- --------------------------------------------------------------------------------
DIRECTV
SECURITY 25459L106 MEETING TYPE Special
TICKER SYMBOL DTV MEETING DATE 19-Nov-2009
ISIN US25459L1061 AGENDA 933157807 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY Management Against Against
3, 2009, AS AMENDED, BY AND AMONG LIBERTY MEDIA
CORPORATION, LIBERTY ENTERTAINMENT, INC., THE DIRECTV
GROUP, INC., DIRECTV, DTVG ONE, INC., AND DTVG TWO, INC.
02 TO APPROVE THE VOTING AND RIGHT OF FIRST REFUSAL Management Against Against
AGREEMENT, DATED AS OF MAY 3, 2009, AS AMENDED, BY AND
AMONG THE DIRECTV GROUP, INC., LIBERTY ENTERTAINMENT,
INC., DIRECTV, JOHN C. MALONE, LESLIE MALONE, THE TRACY L.
NEAL TRUST A AND THE EVAN D. MALONE TRUST A.
03 TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING, IF Management Against Against
NECESSARY OR APPROPRIATE, TO PERMIT FURTHER SOLICITATION
OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE
SPECIAL MEETING TO APPROVE THE PROPOSALS DESCRIBED ABOVE
IN ACCORDANCE WITH THE MERGER AGREEMENT.
- --------------------------------------------------------------------------------
LIBERTY MEDIA CORPORATION
SECURITY 53071M500 MEETING TYPE Special
TICKER SYMBOL LMDIA MEETING DATE 19-Nov-2009
ISIN US53071M5004 AGENDA 933160107 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 A REDEMPTION PROPOSAL TO REDEEM A PORTION OF THE Management Against Against
OUTSTANDING SHARES OF SERIES A LIBERTY ENTERTAINMENT
COMMON STOCK AND SERIES B LIBERTY ENTERTAINMENT COMMON
STOCK FOR ALL OF THE OUTSTANDING SHARES OF LIBERTY
ENTERTAINMENT, INC. (LEI) (THE SPLIT-OFF).
2A A MINORITY REDEMPTION PROPOSAL TO APPROVE (I) THE Management Against Against
SPLIT-OFF AND (II) THE TRANSACTIONS CONTEMPLATED THEREBY
(INCLUDING THE TRANSACTIONS CONTEMPLATED BY A
REORGANIZATION AGREEMENT TO BE ENTERED INTO BETWEEN
LIBERTY MEDIA AND LEI).
2B A MERGER PROPOSAL TO APPROVE (I) THE AGREEMENT AND PLAN OF Management Against Against
MERGER, DATED AS OF MAY 3, 2009, AND AS AMENDED ON JULY
29, 2009 AND OCTOBER 2, 2009, BY AND AMONG LIBERTY MEDIA,
LEI, DIRECTV AND THE OTHER PARTIES NAMED THEREIN (THE
MERGER AGREEMENT) AND (II) THE TRANSACTIONS CONTEMPLATED
THEREBY.
2C A CONTRIBUTION PROPOSAL TO APPROVE (I) THE VOTING AND Management Against Against
RIGHT OF FIRST REFUSAL AGREEMENT, DATED AS OF MAY 3, 2009,
AND AS AMENDED ON JULY 29, 2009 AND OCTOBER 2, 2009, BY
AND AMONG THE DIRECTV GROUP INC., LEI, DIRECTV, JOHN C.
MALONE, LESLIE MALONE AND CERTAIN TRUSTS IN FAVOR OF THEIR
CHILDREN, AND (II) THE TRANSACTIONS CONTEMPLATED THEREBY.
03 AN ADJOURNMENT PROPOSAL TO AUTHORIZE THE ADJOURNMENT OF Management Against Against
THE SPECIAL MEETING BY LIBERTY MEDIA CORPORATION TO PERMIT
FURTHER SOLICITATION OF PROXIES, IF NECESSARY OR
APPROPRIATE, IF SUFFICIENT VOTES ARE NOT REPRESENTED AT
THE SPECIAL MEETING TO APPROVE THE TRANSACTION PROPOSALS.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 9
- --------------------------------------------------------------------------------
GRUPO TELEVISA, S.A.B.
SECURITY 40049J206 MEETING TYPE Special
TICKER SYMBOL TV MEETING DATE 10-Dec-2009
ISIN US40049J2069 AGENDA 933171679 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
I PROPOSAL IN CONNECTION WITH A DIVIDEND PAYMENT TO THE Management For For
SHAREHOLDERS; RESOLUTIONS IN THIS REGARD.
II APPOINTMENT OF DELEGATES WHO WILL CARRY OUT AND FORMALIZE Management For For
THE RESOLUTIONS ADOPTED AT THIS MEETING.
- --------------------------------------------------------------------------------
ALIBABA.COM LTD
SECURITY G01717100 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 15-Dec-2009
ISIN KYG017171003 AGENDA 702165297 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting
FAVOR' OR 'AGAINST' FOR-ALL RESOLUTIONS. THANK YOU.
1. Approve the Cooperation Framework Agreement conditionally Management For For
entered into between the Company and Alibaba Group Holding
Limited on 10 NOV 2009 (as specified), together with the
proposed annual cap amounts for each of the 3 years ending
31 DEC 2010, 2011 and 2012 as stipulated therein
2. Approve the Cross-Selling Services Framework Agreement Management For For
conditionally entered into between the Company and Alibaba
Group Holding Limited on 10 NOV 2009 (as specified),
together with the proposed annual cap amounts for each of
the 3 years ending 31 DEC 2010, 2011 and 2012 as
stipulated therein
3. Approve the Technology and Intellectual Property Framework Management For For
License Agreement conditionally entered into between the
Company and Alibaba Group Holding Limited on 10 NOV 2009
(as specified), together with the proposed annual cap
amounts for each of the 3 years ending 31 DEC 2010, 2011
and 2012 as stipulated therein
4. Authorize any 1 Director of the Company (or any 2 Management For For
Directors of the Company if the affixation of the common
seal of the Company is necessary) to sign and execute all
such other documents, instruments or agreements and to do
or take all such actions or things on behalf of the
Company as such Director considers necessary or desirable
to implement and/or give effect to the terms of each of
the Cooperation Framework Agreement, the Cross-Selling
Services Framework Agreement and the Technology and
Intellectual Property Framework License Agreement
mentioned in resolutions numbered (1) to (3) and the
transactions contemplated thereunder
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF Non-Voting
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.
- --------------------------------------------------------------------------------
WALGREEN CO.
SECURITY 931422109 MEETING TYPE Annual
TICKER SYMBOL WAG MEETING DATE 13-Jan-2010
ISIN US9314221097 AGENDA 933170045 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 STEVEN A. DAVIS For For
2 WILLIAM C. FOOTE For For
3 MARK P. FRISSORA For For
4 ALAN G. MCNALLY For For
5 NANCY M. SCHLICHTING For For
6 DAVID Y. SCHWARTZ For For
7 ALEJANDRO SILVA For For
8 JAMES A. SKINNER For For
9 GREGORY D. WASSON For For
02 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
WALGREEN CO.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
03 AMEND AND RESTATE THE WALGREEN CO. EXECUTIVE STOCK OPTION Management Against Against
PLAN.
04 SHAREHOLDER PROPOSAL ON A POLICY TO CHANGE EACH VOTING Shareholder Against For
REQUIREMENT IN WALGREEN CO.'S CHARTER AND BY-LAWS TO
SIMPLE MAJORITY VOTE.
05 SHAREHOLDER PROPOSAL ON A POLICY THAT A SIGNIFICANT Shareholder Against For
PORTION OF FUTURE STOCK OPTION GRANTS TO SENIOR EXECUTIVES
SHOULD BE PERFORMANCE-BASED.
06 SHAREHOLDER PROPOSAL ON A WRITTEN REPORT ON CHARITABLE Shareholder Against For
DONATIONS.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 10
- --------------------------------------------------------------------------------
ENERGIZER HOLDINGS, INC.
SECURITY 29266R108 MEETING TYPE Annual
TICKER SYMBOL ENR MEETING DATE 25-Jan-2010
ISIN US29266R1086 AGENDA 933174598 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 R. DAVID HOOVER For For
2 JOHN C. HUNTER For For
3 JOHN E. KLEIN For For
4 JOHN R. ROBERTS For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Management For For
AS INDEPENDENT AUDITOR.
- --------------------------------------------------------------------------------
MONSANTO COMPANY
SECURITY 61166W101 MEETING TYPE Annual
TICKER SYMBOL MON MEETING DATE 26-Jan-2010
ISIN US61166W1018 AGENDA 933172900 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: FRANK V. ATLEE III Management For For
1B ELECTION OF DIRECTOR: DAVID L. CHICOINE, PH.D Management For For
1C ELECTION OF DIRECTOR: ARTHUR H. HARPER Management For For
1D ELECTION OF DIRECTOR: GWENDOLYN S. KING Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
03 APPROVAL OF PERFORMANCE GOALS UNDER THE MONSANTO COMPANY Management For For
2005 LONG-TERM INCENTIVE PLAN.
- --------------------------------------------------------------------------------
GRIFFON CORPORATION
SECURITY 398433102 MEETING TYPE Annual
TICKER SYMBOL GFF MEETING DATE 04-Feb-2010
ISIN US3984331021 AGENDA 933176491 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1 DIRECTOR Management
1 HENRY A. ALPERT For For
2 BLAINE V. FOGG For For
3 WILLIAM H. WALDORF For For
4 JOSEPH J. WHALEN For For
2 RATIFICATION OF THE SELECTION BY OUR AUDIT COMMITTEE OF Management For For
GRANT THORNTON LLP TO SERVE AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL 2010.
- --------------------------------------------------------------------------------
INGLES MARKETS, INCORPORATED
SECURITY 457030104 MEETING TYPE Annual
TICKER SYMBOL IMKTA MEETING DATE 09-Feb-2010
ISIN US4570301048 AGENDA 933178584 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 FRED D. AYERS For For
2 JOHN O. POLLARD For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING SEPTEMBER 25, 2010.
- --------------------------------------------------------------------------------
NAVISTAR INTERNATIONAL CORPORATION
SECURITY 63934E108 MEETING TYPE Annual
TICKER SYMBOL NAV MEETING DATE 16-Feb-2010
ISIN US63934E1082 AGENDA 933182569 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 EUGENIO CLARIOND For For
2 DIANE H. GULYAS For For
3 WILLIAM H. OSBORNE For For
02 VOTE TO RATIFY THE SELECTION OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03 VOTE TO APPROVE AN AMENDMENT TO OUR 2004 PERFORMANCE Management Abstain Against
INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE
FOR ISSUANCE THEREUNDER FROM 3,250,000 TO 5,750,000.
04 VOTE TO APPROVE AN AMENDMENT TO OUR 2004 PERFORMANCE Management For For
INCENTIVE PLAN TO MODIFY THE PERFORMANCE MEASURES.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 11
- --------------------------------------------------------------------------------
PEPSIAMERICAS, INC.
SECURITY 71343P200 MEETING TYPE Special
TICKER SYMBOL PAS MEETING DATE 17-Feb-2010
ISIN US71343P2002 AGENDA 933182951 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AUGUST 3, Management For For
2009, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG
PEPSIAMERICAS, INC., A DELAWARE CORPORATION, PEPSICO,
INC., A NORTH CAROLINA CORPORATION, AND PEPSI-COLA
METROPOLITAN BOTTLING COMPANY, INC., A NEW JERSEY
CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF PEPSICO, INC.
- --------------------------------------------------------------------------------
DEERE & COMPANY
SECURITY 244199105 MEETING TYPE Annual
TICKER SYMBOL DE MEETING DATE 24-Feb-2010
ISIN US2441991054 AGENDA 933182824 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: SAMUEL R. ALLEN Management For For
1B ELECTION OF DIRECTOR: AULANA L. PETERS Management For For
1C ELECTION OF DIRECTOR: DAVID B. SPEER Management For For
02 COMPANY PROPOSAL #1 - AMEND RESTATED CERTIFICATE OF Management For For
INCORPORATION TO PROVIDE FOR ANNUAL ELECTION OF ALL
DIRECTORS
03 COMPANY PROPOSAL #2 - AMEND THE JOHN DEERE OMNIBUS EQUITY Management Against Against
AND INCENTIVE PLAN
04 COMPANY PROPOSAL #3 - RE-APPROVE THE JOHN DEERE SHORT-TERM Management For For
INCENTIVE BONUS PLAN
05 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
FISCAL 2010
06 STOCKHOLDER PROPOSAL #1 - CEO PAY DISPARITY Shareholder Against For
07 STOCKHOLDER PROPOSAL #2 - ADVISORY VOTE ON EXECUTIVE Shareholder Against For
COMPENSATION
08 STOCKHOLDER PROPOSAL #3 - SEPARATION OF CEO AND CHAIRMAN Shareholder Against For
RESPONSIBILITIES
- --------------------------------------------------------------------------------
TYCO INTERNATIONAL LTD.
SECURITY H89128104 MEETING TYPE Annual
TICKER SYMBOL TYC MEETING DATE 10-Mar-2010
ISIN CH0100383485 AGENDA 933185298 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 TO APPROVE THE ANNUAL REPORT, THE PARENT COMPANY FINANCIAL Management For For
STATEMENTS OF TYCO INTERNATIONAL LTD AND THE CONSOLIDATED
FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED SEPTEMBER 25,
2009.
02 TO DISCHARGE THE BOARD OF DIRECTORS FROM LIABILITY FOR THE Management For For
FINANCIAL YEAR ENDED SEPTEMBER 25, 2009.
03 DIRECTOR Management
1 EDWARD D. BREEN For For
2 MICHAEL E. DANIELS For For
3 TIMOTHY M. DONAHUE For For
4 BRIAN DUPERREAULT For For
5 BRUCE S. GORDON For For
6 RAJIV L. GUPTA For For
7 JOHN A. KROL For For
8 BRENDAN R. O'NEILL For For
9 WILLIAM S. STAVROPOULOS For For
10 SANDRA S. WIJNBERG For For
11 R. DAVID YOST For For
4A TO ELECT DELOITTE AG (ZURICH) AS STATUTORY AUDITORS UNTIL Management For For
OUR NEXT ANNUAL GENERAL MEETING.
4B TO RATIFY APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR PURPOSES
OF UNITED STATES SECURITIES LAW REPORTING FOR THE YEAR
ENDING SEPTEMBER 24, 2010.
4C TO ELECT PRICEWATERHOUSECOOPERS AG (ZURICH) AS SPECIAL Management For For
AUDITORS UNTIL OUR NEXT ANNUAL GENERAL MEETING.
5A TO APPROVE THE ALLOCATION OF FISCAL YEAR 2009 RESULTS. Management For For
5B TO APPROVE THE PAYMENT OF A DIVIDEND IN THE FORM OF A Management For For
CAPITAL REDUCTION, SUCH PAYMENT TO BE MADE IN FOUR
QUARTERLY INSTALLMENTS AT SUCH TIMES DURING THE PERIOD
THROUGH THE NEXT ANNUAL GENERAL MEETING AS SHALL BE
DETERMINED BY THE BOARD.
06 AMENDMENT TO OUR ARTICLES OF ASSOCIATION TO PROVIDE FOR Management Against Against
PLURALITY VOTING IN THE EVENT THAT NUMBER OF CANDIDATES
THAT ARE NOMINATED FOR ELECTION EXCEEDS NUMBER OF
POSITIONS AVAILABLE.
07 TO CONSIDER AND ACT ON SUCH OTHER BUSINESS AS MAY PROPERLY Management For For
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 12
- --------------------------------------------------------------------------------
TYCO ELECTRONICS LTD
SECURITY H8912P106 MEETING TYPE Annual
TICKER SYMBOL TEL MEETING DATE 10-Mar-2010
ISIN CH0102993182 AGENDA 933187672 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF PIERRE R. BRONDEAU Management For For
1B ELECTION OF RAM CHARAN Management For For
1C ELECTION OF JUERGEN W. GROMER Management For For
1D ELECTION OF ROBERT M. HERNANDEZ Management For For
1E ELECTION OF THOMAS J. LYNCH Management For For
1F ELECTION OF DANIEL J. PHELAN Management For For
1G ELECTION OF FREDERIC M. POSES Management For For
1H ELECTION OF LAWRENCE S. SMITH Management For For
1I ELECTION OF PAULA A. SNEED Management For For
1J ELECTION OF DAVID P. STEINER Management For For
1K ELECTION OF JOHN C. VAN SCOTER Management For For
2A TO APPROVE THE 2009 ANNUAL REPORT OF TYCO ELECTRONICS LTD. Management For For
(EXCLUDING THE STATUTORY FINANCIAL STATEMENTS FOR THE
PERIOD ENDED SEPTEMBER 25, 2009 AND THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER
25, 2009)
2B TO APPROVE THE STATUTORY FINANCIAL STATEMENTS OF TYCO Management For For
ELECTRONICS LTD. FOR THE PERIOD ENDED SEPTEMBER 25, 2009
2C TO APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS OF TYCO Management For For
ELECTRONICS LTD. FOR THE FISCAL YEAR ENDED SEPTEMBER 25,
2009
03 TO APPROVE THE EQUIVALENT OF A DIVIDEND PAYMENT IN THE Management For For
FORM OF A DISTRIBUTION TO SHAREHOLDERS THROUGH A REDUCTION
OF THE PAR VALUE OF TYCO ELECTRONICS SHARES, SUCH PAYMENT
TO BE MADE IN FOUR EQUAL QUARTERLY INSTALLMENTS ON OR
BEFORE MARCH 25, 2011 (THE END OF THE SECOND FISCAL
QUARTER OF 2011)
04 TO RELEASE THE MEMBERS OF THE BOARD OF DIRECTORS AND Management For For
EXECUTIVE OFFICERS OF TYCO ELECTRONICS FOR ACTIVITIES
DURING FISCAL YEAR 2009
05 TO APPROVE AN INCREASE IN THE NUMBER OF SHARES AVAILABLE Management Against Against
FOR AWARDS UNDER THE TYCO ELECTRONICS LTD. 2007 STOCK AND
INCENTIVE PLAN
6A TO ELECT DELOITTE & TOUCHE LLP AS TYCO ELECTRONICS' Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR 2010
6B TO ELECT DELOITTE AG, ZURICH, SWITZERLAND, AS TYCO Management For For
ELECTRONICS' SWISS REGISTERED AUDITOR UNTIL THE NEXT
ANNUAL GENERAL MEETING OF TYCO ELECTRONICS
6C TO ELECT PRICEWATERHOUSECOOPERS AG, ZURICH, SWITZERLAND, Management For For
AS TYCO ELECTRONICS' SPECIAL AUDITOR UNTIL THE NEXT ANNUAL
GENERAL MEETING OF TYCO ELECTRONICS
07 TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS OF THE ANNUAL Management For For
GENERAL MEETING
- -------------------------------------------------------------------------------
TYCO ELECTRONICS LTD
SECURITY H8912P106 MEETING TYPE Annual
TICKER SYMBOL TEL MEETING DATE 10-Mar-2010
ISIN CH0102993182 AGENDA 933194932 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF PIERRE R. BRONDEAU Management For For
1B ELECTION OF RAM CHARAN Management For For
1C ELECTION OF JUERGEN W. GROMER Management For For
1D ELECTION OF ROBERT M. HERNANDEZ Management For For
1E ELECTION OF THOMAS J. LYNCH Management For For
1F ELECTION OF DANIEL J. PHELAN Management For For
1G ELECTION OF FREDERIC M. POSES Management For For
1H ELECTION OF LAWRENCE S. SMITH Management For For
1I ELECTION OF PAULA A. SNEED Management For For
1J ELECTION OF DAVID P. STEINER Management For For
1K ELECTION OF JOHN C. VAN SCOTER Management For For
2A TO APPROVE THE 2009 ANNUAL REPORT OF TYCO ELECTRONICS LTD. Management For For
(EXCLUDING THE STATUTORY FINANCIAL STATEMENTS FOR THE
PERIOD ENDED SEPTEMBER 25, 2009 AND THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER
25, 2009)
2B TO APPROVE THE STATUTORY FINANCIAL STATEMENTS OF TYCO Management For For
ELECTRONICS LTD. FOR THE PERIOD ENDED SEPTEMBER 25, 2009
2C TO APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS OF TYCO Management For For
ELECTRONICS LTD. FOR THE FISCAL YEAR ENDED SEPTEMBER 25,
2009
03 TO APPROVE THE EQUIVALENT OF A DIVIDEND PAYMENT IN THE Management For For
FORM OF A DISTRIBUTION TO SHAREHOLDERS THROUGH A REDUCTION
OF THE PAR VALUE OF TYCO ELECTRONICS SHARES, SUCH PAYMENT
TO BE MADE IN FOUR EQUAL QUARTERLY INSTALLMENTS ON OR
BEFORE MARCH 25, 2011 (THE END OF THE SECOND FISCAL
QUARTER OF 2011)
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 13
04 TO RELEASE THE MEMBERS OF THE BOARD OF DIRECTORS AND Management For For
EXECUTIVE OFFICERS OF TYCO ELECTRONICS FOR ACTIVITIES
DURING FISCAL YEAR 2009
05 TO APPROVE AN INCREASE IN THE NUMBER OF SHARES AVAILABLE Management Against Against
FOR AWARDS UNDER THE TYCO ELECTRONICS LTD. 2007 STOCK AND
INCENTIVE PLAN
6A TO ELECT DELOITTE & TOUCHE LLP AS TYCO ELECTRONICS' Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR 2010
6B TO ELECT DELOITTE AG, ZURICH, SWITZERLAND, AS TYCO Management For For
ELECTRONICS' SWISS REGISTERED AUDITOR UNTIL THE NEXT
ANNUAL GENERAL MEETING OF TYCO ELECTRONICS
6C TO ELECT PRICEWATERHOUSECOOPERS AG, ZURICH, SWITZERLAND, Management For For
AS TYCO ELECTRONICS' SPECIAL AUDITOR UNTIL THE NEXT ANNUAL
GENERAL MEETING OF TYCO ELECTRONICS
07 TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS OF THE ANNUAL Management For For
GENERAL MEETING
- --------------------------------------------------------------------------------
COVIDIEN PLC
SECURITY G2554F105 MEETING TYPE Annual
TICKER SYMBOL COV MEETING DATE 16-Mar-2010
ISIN IE00B3QN1M21 AGENDA 933185337 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 TO RECEIVE AND CONSIDER THE COMPANY'S IRISH STATUTORY Management For For
ACCOUNTS AND THE REPORTS OF THE DIRECTORS AND AUDITORS
THEREON.
2A ELECTION OF DIRECTOR: CRAIG ARNOLD Management For For
2B ELECTION OF DIRECTOR: ROBERT H. BRUST Management For For
2C ELECTION OF DIRECTOR: JOHN M. CONNORS, JR. Management For For
2D ELECTION OF DIRECTOR: CHRISTOPHER J. COUGHLIN Management For For
2E ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE Management For For
2F ELECTION OF DIRECTOR: KATHY J. HERBERT Management For For
2G ELECTION OF DIRECTOR: RANDALL J. HOGAN, III Management For For
2H ELECTION OF DIRECTOR: RICHARD J. MEELIA Management For For
2I ELECTION OF DIRECTOR: DENNIS H. REILLEY Management For For
2J ELECTION OF DIRECTOR: TADATAKA YAMADA Management For For
2K ELECTION OF DIRECTOR: JOSEPH A. ZACCAGNINO Management For For
03 TO APPOINT INDEPENDENT AUDITORS AND AUTHORIZE THE AUDIT Management For For
COMMITTEE TO SET THE AUDITORS' REMUNERATION.
04 TO AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY OF THE Management For For
COMPANY TO MAKE MARKET PURCHASES OF COMPANY SHARES.
S5 TO AUTHORIZE THE REISSUE PRICE RANGE OF TREASURY SHARES. Management For For
(SPECIAL RESOLUTION)
- --------------------------------------------------------------------------------
GENCORP INC.
SECURITY 368682100 MEETING TYPE Annual
TICKER SYMBOL GY MEETING DATE 24-Mar-2010
ISIN US3686821006 AGENDA 933195415 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 THOMAS A. CORCORAN For For
2 JAMES R. HENDERSON For For
3 WARREN G. LICHTENSTEIN For For
4 DAVID A. LORBER For For
5 JAMES H. PERRY For For
6 SCOTT J. SEYMOUR For For
7 MARTIN TURCHIN For For
8 ROBERT C. WOODS For For
02 TO AMEND THE COMPANY'S AMENDED ARTICLES OF INCORPORATION Management Against Against
TO RESTRICT TRANSFERS OF THE COMPANY'S COMMON STOCK TO
PRESERVE THE VALUE OF CERTAIN TAX ASSETS ASSOCIATED WITH
NET OPERATING LOSS CARRYFORWARDS UNDER SECTION 382 OF THE
INTERNAL REVENUE CODE.
03 TO APPROVE CERTAIN AMENDMENTS TO THE GENCORP 2009 EQUITY Management For For
AND PERFORMANCE INCENTIVE PLAN TO INCREASE THE NUMBER OF
SHARES AUTHORIZED AND RESERVED FOR ISSUANCE THEREUNDER BY
1,500,000 SHARES AND INCREASE THE MAXIMUM INDIVIDUAL AWARD
LIMITS SET FORTH THEREIN.
04 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
COMPANY FOR THE FISCAL YEAR ENDING NOVEMBER 30, 2010.
05 TO CONSIDER AND ACT ON SUCH OTHER BUSINESS AS MAY PROPERLY Management For For
BE BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 14
- --------------------------------------------------------------------------------
GIVAUDAN SA, VERNIER
SECURITY H3238Q102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Mar-2010
ISIN CH0010645932 AGENDA 702286053 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT Non-Voting
IN THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING
INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHAR-ES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU H-AVE CONCERNS
REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRE-SENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE Non-Voting
SENT UNDER MEETING-666946, INCLUDING THE AGENDA. TO VOTE
IN THE UPCOMING MEETING, YOUR NAME MUST-BE NOTIFIED TO THE
COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE
RE-REGISTR-ATION DEADLINE. PLEASE NOTE THAT THOSE
INSTRUCTIONS THAT ARE SUBMITTED AFTER T-HE CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.
1. Approve the annual report, the annual financial statements Management No
and the consolidated financial statements 2009 Action
2. Grant discharge to the members of the Board of Directors Management No
Action
3. Approve the appropriation of available earnings as Management No
specified Action
4. Approve: to create authorized capital for a maximum Management No
nominal value of CHF 10,000,000 limited to 26 MAR 2012; to Action
replace Article 3a paragraph 1 1st sentence of the
Articles of Incorporation of the Company, as specified
5.1 Approve to replace Article 2 of the Articles of Management No
Incorporation of the Company as specified Action
5.2 Approve to replace Article 4 as specified Management No
Action
6.1 Election of Ms. Irina du Bois as a new Director, term of 3 Management No
years in accordance with the Articles of Incorporation Action
6.2 Re-elect Mr. Peter Kappeler as a Director, term of 3 years Management No
in accordance with the Articles of Incorporation Action
7. Re-elect Deloitte SA as the statutory Auditors for the FY Management No
2010 Action
- --------------------------------------------------------------------------------
CEDAR FAIR, L.P.
SECURITY 150185106 MEETING TYPE Special
TICKER SYMBOL FUN MEETING DATE 08-Apr-2010
ISIN US1501851067 AGENDA 933190667 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER (THE "MERGER Management For For
AGREEMENT"), DATED AS OF DECEMBER 16, 2009, BY AND AMONG
CEDAR HOLDCO LTD A NEW YORK CORPORATION ("PARENT"), CEDAR
MERGER SUB LLC, A DELAWARE LIMITED LIABILITY COMPANY AND A
WHOLLY OWNED SUBSIDIARY OF PARENT, CEDAR FAIR AND CEDAR
FAIR MANAGEMENT, INC., ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO ADOPT THE
MERGER AGREEMENT AND APPROVE THE TRANSACTIONS.
- --------------------------------------------------------------------------------
CEDAR FAIR, L.P.
SECURITY 150185106 MEETING TYPE Special
TICKER SYMBOL FUN MEETING DATE 08-Apr-2010
ISIN US1501851067 AGENDA 933192142 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER (THE "MERGER Management For For
AGREEMENT"), DATED AS OF DECEMBER 16, 2009, BY AND AMONG
CEDAR HOLDCO LTD A NEW YORK CORPORATION ("PARENT"), CEDAR
MERGER SUB LLC, A DELAWARE LIMITED LIABILITY COMPANY AND A
WHOLLY OWNED SUBSIDIARY OF PARENT, CEDAR FAIR AND CEDAR
FAIR MANAGEMENT, INC., ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO ADOPT THE
MERGER AGREEMENT AND APPROVE THE TRANSACTIONS.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 15
- --------------------------------------------------------------------------------
BANK OF NEW YORK MELLON CORP.
SECURITY 064058100 MEETING TYPE Annual
TICKER SYMBOL BK MEETING DATE 13-Apr-2010
ISIN US0640581007 AGENDA 933207436 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 RUTH E. BRUCH For For
2 NICHOLAS M. DONOFRIO For For
3 GERALD L. HASSELL For For
4 EDMUND F. KELLY For For
5 ROBERT P. KELLY For For
6 RICHARD J. KOGAN For For
7 MICHAEL J. KOWALSKI For For
8 JOHN A. LUKE, JR. For For
9 ROBERT MEHRABIAN For For
10 MARK A. NORDENBERG For For
11 CATHERINE A. REIN For For
12 WILLIAM C. RICHARDSON For For
13 SAMUEL C. SCOTT III For For
14 JOHN P. SURMA For For
15 WESLEY W. VON SCHACK For For
02 PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) RESOLUTION Management For For
RELATING TO 2009 EXECUTIVE COMPENSATION.
03 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANT.
04 STOCKHOLDER PROPOSAL WITH RESPECT TO CUMULATIVE VOTING. Shareholder Against For
05 STOCKHOLDER PROPOSAL REQUESTING ADOPTION OF POLICY Shareholder Against For
REQUIRING FIVE-YEAR LOCK-UP PERIOD FOR SENIOR EXECUTIVES'
EQUITY INCENTIVE AWARDS.
06 STOCKHOLDER PROPOSAL REQUESTING STOCKHOLDER APPROVAL OF Shareholder Against For
CERTAIN FUTURE SEVERANCE AGREEMENTS WITH SENIOR EXECUTIVES.
- --------------------------------------------------------------------------------
TEXAS INSTRUMENTS INCORPORATED
SECURITY 882508104 MEETING TYPE Annual
TICKER SYMBOL TXN MEETING DATE 15-Apr-2010
ISIN US8825081040 AGENDA 933195465 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: R.W. BABB, JR. Management For For
1B ELECTION OF DIRECTOR: D.L. BOREN Management For For
1C ELECTION OF DIRECTOR: D.A. CARP Management For For
1D ELECTION OF DIRECTOR: C.S. COX Management For For
1E ELECTION OF DIRECTOR: D.R. GOODE Management For For
1F ELECTION OF DIRECTOR: S.P. MACMILLAN Management For For
1G ELECTION OF DIRECTOR: P.H. PATSLEY Management For For
1H ELECTION OF DIRECTOR: W.R. SANDERS Management For For
1I ELECTION OF DIRECTOR: R.J. SIMMONS Management For For
1J ELECTION OF DIRECTOR: R.K. TEMPLETON Management For For
1K ELECTION OF DIRECTOR: C.T. WHITMAN Management For For
02 BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2010.
- --------------------------------------------------------------------------------
GENUINE PARTS COMPANY
SECURITY 372460105 MEETING TYPE Annual
TICKER SYMBOL GPC MEETING DATE 19-Apr-2010
ISIN US3724601055 AGENDA 933196506 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 DR. MARY B. BULLOCK For For
2 JEAN DOUVILLE For For
3 THOMAS C. GALLAGHER For For
4 GEORGE C. "JACK" GUYNN For For
5 JOHN D. JOHNS For For
6 MICHAEL M.E. JOHNS, MD For For
7 J. HICKS LANIER For For
8 WENDY B. NEEDHAM For For
9 JERRY W. NIX For For
10 LARRY L. PRINCE For For
11 GARY W. ROLLINS For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE Management For For
COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
CRANE CO.
SECURITY 224399105 MEETING TYPE Annual
TICKER SYMBOL CR MEETING DATE 19-Apr-2010
ISIN US2243991054 AGENDA 933198699 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: KAREN E. DYKSTRA Management For For
1B ELECTION OF DIRECTOR: RICHARD S. FORTE Management For For
1C ELECTION OF DIRECTOR: JAMES L.L. TULLIS Management For For
02 RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT AUDITORS FOR THE COMPANY FOR 2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 16
- --------------------------------------------------------------------------------
INTERACTIVE BROKERS GROUP INC
SECURITY 45841N107 MEETING TYPE Annual
TICKER SYMBOL IBKR MEETING DATE 20-Apr-2010
ISIN US45841N1072 AGENDA 933196431 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: THOMAS PETERFFY Management For For
1B ELECTION OF DIRECTOR: EARL H. NEMSER Management For For
1C ELECTION OF DIRECTOR: PAUL J. BRODY Management For For
1D ELECTION OF DIRECTOR: MILAN GALIK Management For For
1E ELECTION OF DIRECTOR: LAWRENCE E. HARRIS Management For For
1F ELECTION OF DIRECTOR: HANS R. STOLL Management For For
1G ELECTION OF DIRECTOR: IVERS W. RILEY Management For For
1H ELECTION OF DIRECTOR: ROBERT W. TRUDEAU Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM OF DELOITTE & TOUCHE LLP.
- --------------------------------------------------------------------------------
MEDIA GENERAL, INC.
SECURITY 584404107 MEETING TYPE Annual
TICKER SYMBOL MEG MEETING DATE 22-Apr-2010
ISIN US5844041070 AGENDA 933198815 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 SCOTT D. ANTHONY For For
2 DENNIS J. FITZSIMONS For For
3 CARL S. THIGPEN For For
- --------------------------------------------------------------------------------
WOLVERINE WORLD WIDE, INC.
SECURITY 978097103 MEETING TYPE Annual
TICKER SYMBOL WWW MEETING DATE 22-Apr-2010
ISIN US9780971035 AGENDA 933203161 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 JEFFREY M. BOROMISA For For
2 DAVID T. KOLLAT For For
3 DAVID P. MEHNEY For For
4 TIMOTHY J. O'DONOVAN For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR.
03 PROPOSAL TO APPROVE THE STOCK INCENTIVE PLAN OF 2010. Management Against Against
- --------------------------------------------------------------------------------
NEWMONT MINING CORPORATION
SECURITY 651639106 MEETING TYPE Annual
TICKER SYMBOL NEM MEETING DATE 23-Apr-2010
ISIN US6516391066 AGENDA 933199297 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 G.A. BARTON For For
2 V.A. CALARCO For For
3 J.A. CARRABBA For For
4 N. DOYLE For For
5 V.M. HAGEN For For
6 M.S. HAMSON For For
7 R.T. O'BRIEN For For
8 J.B. PRESCOTT For For
9 D.C. ROTH For For
10 J.V. TARANIK For For
11 S.R. THOMPSON For For
02 RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS NEWMONT'S INDEPENDENT
AUDITORS FOR 2010.
03 CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
SPECIAL MEETINGS, AS SET FORTH IN THE ACCOMPANYING PROXY
STATEMENT, IF PROPERLY INTRODUCED AT THE MEETING.
04 CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL TO APPROVE Shareholder Against For
MAJORITY VOTING FOR THE ELECTION OF DIRECTORS IN A
NON-CONTESTED ELECTION, AS SET FORTH IN THE ACCOMPANYING
PROXY STATEMENT, IF PROPERLY INTRODUCED AT THE MEETING.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 17
- --------------------------------------------------------------------------------
KELLOGG COMPANY
SECURITY 487836108 MEETING TYPE Annual
TICKER SYMBOL K MEETING DATE 23-Apr-2010
ISIN US4878361082 AGENDA 933199588 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 BENJAMIN CARSON For For
2 GORDON GUND For For
3 DOROTHY JOHNSON For For
4 A. MCLAUGHLIN KOROLOGOS For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS KELLOGG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2010.
03 SHAREOWNER PROPOSAL TO ADOPT SIMPLE MAJORITY VOTE. Shareholder Against For
- --------------------------------------------------------------------------------
HONEYWELL INTERNATIONAL INC.
SECURITY 438516106 MEETING TYPE Annual
TICKER SYMBOL HON MEETING DATE 26-Apr-2010
ISIN US4385161066 AGENDA 933201371 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: GORDON M. BETHUNE Management For For
1B ELECTION OF DIRECTOR: KEVIN BURKE Management For For
1C ELECTION OF DIRECTOR: JAIME CHICO PARDO Management For For
1D ELECTION OF DIRECTOR: DAVID M. COTE Management For For
1E ELECTION OF DIRECTOR: D. SCOTT DAVIS Management For For
1F ELECTION OF DIRECTOR: LINNET F. DEILY Management For For
1G ELECTION OF DIRECTOR: CLIVE R. HOLLICK Management For For
1H ELECTION OF DIRECTOR: GEORGE PAZ Management For For
1I ELECTION OF DIRECTOR: BRADLEY T. SHEARES Management For For
1J ELECTION OF DIRECTOR: MICHAEL W. WRIGHT Management For For
02 APPROVAL OF INDEPENDENT ACCOUNTANTS Management For For
03 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF Management For For
INCORPORATION - RIGHT TO CALL A SPECIAL MEETING OF
SHAREOWNERS
04 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management For For
05 SHAREHOLDER ACTION BY WRITTEN CONSENT Shareholder Against For
06 INDEPENDENT CHAIRMAN Shareholder Against For
07 HUMAN RIGHTS -- DEVELOP AND ADOPT POLICIES Shareholder Against For
- --------------------------------------------------------------------------------
AMERICAN EXPRESS COMPANY
SECURITY 025816109 MEETING TYPE Annual
TICKER SYMBOL AXP MEETING DATE 26-Apr-2010
ISIN US0258161092 AGENDA 933202436 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 D.F. AKERSON For For
2 C. BARSHEFSKY For For
3 U.M. BURNS For For
4 K.I. CHENAULT For For
5 P. CHERNIN For For
6 J. LESCHLY For For
7 R.C. LEVIN For For
8 R.A. MCGINN For For
9 E.D. MILLER For For
10 S.S REINEMUND For For
11 R.D. WALTER For For
12 R.A. WILLIAMS For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
2010.
03 ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE Management For For
COMPENSATION.
04 SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE VOTING FOR Shareholder Against For
DIRECTORS.
05 SHAREHOLDER PROPOSAL RELATING TO THE CALLING OF SPECIAL Shareholder Against For
SHAREHOLDER MEETINGS.
06 SHAREHOLDER PROPOSAL RELATING TO SHARE RETENTION Shareholder Against For
REQUIREMENTS FOR EXECUTIVES.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 18
- --------------------------------------------------------------------------------
FOMENTO ECONOMICO MEXICANO S.A.B. DE CV
SECURITY 344419106 MEETING TYPE Annual
TICKER SYMBOL FMX MEETING DATE 26-Apr-2010
ISIN US3444191064 AGENDA 933229658 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 PRESENTATION, DISCUSSION AND AS APPLICABLE APPROVAL OF A Management For
PROPOSAL TO EXCHANGE 100% OF THE SHARES OF THE BEER
OPERATIONS OWNED BY FOMENTO ECONOMICO MEXICANO, S.A.B DE
C.V. AND/OR ITS SUBSIDIARIES IN EXCHANGE FOR AN INTEREST
IN HEINEKEN HOLDING N.V. AND HEINEKEN N.V.
02 REPORT OF THE CHIEF EXECUTIVE OFFICER OF FOMENTO ECONOMICO Management For
MEXICANO, S.A.B. DE C.V.
03 REPORT WITH RESPECT TO THE COMPLIANCE OF TAX OBLIGATIONS. Management For
04 APPLICATION OF THE RESULTS FOR THE 2009 FISCAL YEAR, Management For
INCLUDING THE PAYMENT OF A CASH DIVIDEND.
05 PROPOSAL TO DETERMINE AS THE MAXIMUM AMOUNT OF RESOURCES Management For
TO BE USED FOR THE SHARE REPURCHASE PROGRAM, THE AMOUNT OF
$3,000,000,000.00 MEXICAN PESOS.
06 ELECTION OF MEMBERS AND SECRETARIES OF THE BOARD OF Management For
DIRECTORS, QUALIFICATION OF THEIR INDEPENDENCE.
07 ELECTION OF THE MEMBERS OF THE FOLLOWING COMMITTEES: (I) Management For
FINANCE AND PLANNING, (II) AUDIT, AND (III) CORPORATE
PRACTICES; APPOINTMENT OF THEIR RESPECTIVE CHAIRMAN, AND
RESOLUTION WITH RESPECT TO THEIR REMUNERATION
08 APPOINTMENT OF DELEGATES FOR THE EXECUTION AND Management For
FORMALIZATION OF THE MEETING'S RESOLUTION.
09 READING AND, IF APPLICABLE, APPROVAL OF THE MINUTES. Management For
- --------------------------------------------------------------------------------
SWEDISH MATCH AB, STOCKHOLM
SECURITY W92277115 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 27-Apr-2010
ISIN SE0000310336 AGENDA 702336074 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER
TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO
BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER Non-Voting
INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS
MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVI-DE THE
BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE
POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR-YOUR VOTE TO BE LODGED
PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT Non-Voting
ABSTAIN AS A VALID VO-TE OPTION. THANK YOU.
1 Opening of the meeting and election of Sven Unger, Non-Voting
Attorney at Law as the Chai-rman of the meeting
2 Preparation and approve the voting list Non-Voting
3 Election of one or two persons, to verify the minutes Non-Voting
4 Determination of whether the meeting has been duly convened Non-Voting
5 Approve the agenda Non-Voting
6 Presentation of the annual report and the Auditors report, Non-Voting
the consolidated fi-nancial statements and the Auditors
report on the consolidated financial state-ments for 2009,
the Auditors statement regarding compliance with the
principle-s for determination of remuneration to senior
executives as well as the Board-of Directors motion
regarding the allocation of profit and explanatory
stateme-nts; in connection therewith, the President's
address and the report regarding-the work of the Board of
Directors and the work and function of the Audit Com-mittee
7 Adoption of the income statement and balance sheet and of Management For For
the consolidated income statement, consolidated balance
sheet
8 Approve, that a dividend be paid to the Shareholders in Management For For
the amount of SEK 4.75 per share; that the remaining
profits be carried forward, minus the funds that may be
utilized for a bonus issue, provided that the 2010 AGM
passes a resolution in accordance with the Board of
Directors motion concerning a reduction of the share
capital pursuant to Item 10 (a), as well as a resolution
concerning a bonus issue in accordance with the Board of
Directors motion pursuant to Item 10 (b); the proposed
record date for entitlement to receive a cash dividend is
30 APR 2010, the dividend is expected to be paid through
Euro clear Sweden AB, on 05 MAY 2010
9 Grant discharge from liability for the Board Members and Management For For
the President
10.a Approve, a reduction in the Company's share capital of SEK Management For For
31,037,085.04 by means of the withdrawal of 20,000,000
shares in the Company; the shares in the Company proposed
for withdrawal have been repurchased by the Company in
accordance with the authorization granted by the General
Meeting of the Company; that the reduced amount be
allocated to a fund for use in repurchasing the Company's
own shares
10.b Approve, provided that the Meeting passes a resolution in Management For For
accordance with the Board s motion under item 10 a) above,
an increase in the Company's share capital of SEK
31,037,085.04 through a transfer from non-restricted
shareholders equity to the share capital [bonus issue],
the share capital shall be increased without issuing new
shares
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 19
11 Authorize the Board of Directors to decide on the Management For For
acquisition, on one or more occasions prior to the next
AGM, of a maximum of as many shares as may be acquired
without the Company's holding at any time exceeding 10% of
all shares in the Company, the shares shall be acquired on
NASDA OMX Stockholm at a price within the price interval
registered at any given time, i.e. the interval between
the highest bid price and the lowest selling price, the
purpose of the repurchase is primarily to enable the
Company's capital structure to be adjusted and to cover
the allocation of options as part of the Company's option
program
12 Approve the proposes principles for remuneration and other Management For For
terms of employment for the President and other members of
the Group Management whereby remuneration and other items
of employment for the Group management shall correspond to
market practice, in addition to the fixed salary, the
members of the Group management may be entitled to
variable salary, the variable salary may include both an
annual short term program to be paid out in the beginning
of the subsequent year depending on the outcome of the
program, and a long term program with a performance period
which shall not be shorter than three years, the variable,
salary, shall primarily be based on specific, clear,
predetermined and measurable financial or operational
criteria and may include an obligation to purchase and
hold shares in the Company
13 Approve, that the Meeting resolve that the Company issue Management For For
713,670 call options to execute the option program for
2009; that the Company, in a deviation from the
preferential rights of shareholders, be permitted to
transfer of 713,670 shares in the Company at a selling
price of SEK 197.45 per share in conjunction with a
potential exercise of the call options; the number of
shares and the selling price of the shares covered by the
transfer resolution in accordance with this item may be
recalculated as a consequence of a bonus issue of shares,
a consolidation or split of shares, a new share issue, a
reduction in the share capital, or another similar measure
14 Approve that the Board of Directors shall comprise 7 Management For For
Members elected by the AGM and no Deputies
15 Approve that the fees to the Board of Directors be paid Management For For
for the period until the close of the next AGM: the
Chairman shall receive SEK 1,575,000, the Deputy Chairman
shall receive SEK 745,000 and the other Board members
elected by the meeting shall each receive SEK 630,000; it
is furthermore proposed that the Board, as remuneration
for committee work carried out, be allotted SEK 230,000 to
the Chairman of the Compensation Committee and the Audit
Committee respectively and SEK 115,000 respectively to the
other members of these committees, although totaling no
more than SEK 920,000; it is proposed that members of the
Board employed by the Swedish Match Group not receive any
remuneration
16 Re-election of Charles A. Blixt, Andrew Cripps, Karen Management For For
Guerra, Ame Jurbrant, Conny Karlsson, Kersti Strandqvist
and Meg Tiveus as the Members of the Board of Directors
and Conny Karlsson as the Chairman of the Board and Andrew
Cripps as the Deputy Chairman of the Board
17 Approve that the Chairman of the Board shall be given a Management For For
mandate to contact the Company's four largest shareholders
and ask them each to appoint one representative to form
the Nominating Committee, together with the Chairman of
the Board, for the period until a new Nominating Committee
has been appointed in accordance with a mandate from the
next AGM; if any of these shareholders waives its right to
appoint a representative, the next largest shareholder in
terms of the number of votes shall be asked to appoint a
representative; the names of the members of the Nominating
Committee shall be published no later than six months
prior to the 2011 AGM; the four largest shareholders are
identified on the basis of the known numbers of votes in
due time before the date falling six month before the AGM;
no remuneration shall be payable to the members of the
Nominating Committee; any expenses incurred in the course
of the Nominating Committee's work shall be borne by the
Company
18 Approve that the meeting should adopt the Instructions for Management For For
Swedish Match AB's Nominating Committee, which are
identical to those adopted by the 2009 AGM
- --------------------------------------------------------------------------------
INTERNATIONAL FLAVORS & FRAGRANCES INC.
SECURITY 459506101 MEETING TYPE Annual
TICKER SYMBOL IFF MEETING DATE 27-Apr-2010
ISIN US4595061015 AGENDA 933198081 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: MARGARET HAYES ADAME Management For For
1B ELECTION OF DIRECTOR: MARCELLO BOTTOLI Management For For
1C ELECTION OF DIRECTOR: LINDA B. BUCK Management For For
1D ELECTION OF DIRECTOR: J. MICHAEL COOK Management For For
1E ELECTION OF DIRECTOR: ROGER W. FERGUSON, JR. Management For For
1F ELECTION OF DIRECTOR: PETER A. GEORGESCU Management For For
1G ELECTION OF DIRECTOR: ALEXANDRA A. HERZAN Management For For
1H ELECTION OF DIRECTOR: HENRY W. HOWELL, JR. Management For For
1I ELECTION OF DIRECTOR: KATHERINE M. HUDSON Management For For
1J ELECTION OF DIRECTOR: ARTHUR C. MARTINEZ Management For For
1K ELECTION OF DIRECTOR: DOUGLAS D. TOUGH Management For For
02 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
03 TO APPROVE THE 2010 STOCK AWARD AND INCENTIVE PLAN. Management Against Against
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 20
- --------------------------------------------------------------------------------
ROLLINS, INC.
SECURITY 775711104 MEETING TYPE Annual
TICKER SYMBOL ROL MEETING DATE 27-Apr-2010
ISIN US7757111049 AGENDA 933198726 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1 DIRECTOR Management
1 BILL J. DISMUKE For For
2 THOMAS J. LAWLEY, M.D. For For
3 WILTON LOONEY For For
2 TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
COOPER INDUSTRIES PLC.
SECURITY G24140108 MEETING TYPE Annual
TICKER SYMBOL CBE MEETING DATE 27-Apr-2010
ISIN IE00B40K9117 AGENDA 933200494 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: STEPHEN G. BUTLER Management For For
1B ELECTION OF DIRECTOR: DAN F. SMITH Management For For
1C ELECTION OF DIRECTOR: GERALD B. SMITH Management For For
1D ELECTION OF DIRECTOR: MARK S. THOMPSON Management For For
02 TO CONSIDER THE COMPANY'S IRISH STATUTORY ACCOUNTS AND THE Management For For
RELATED REPORTS OF THE DIRECTORS AND AUDITORS.
03 APPOINT ERNST & YOUNG AS OUR INDEPENDENT AUDITORS FOR THE Management For For
YEAR ENDING 12/31/2010 AND AUTHORIZE THE AUDIT COMMITTEE
TO SET THEIR REMUNERATION.
04 AUTHORIZE ANY SUBSIDIARY OF THE COMPANY TO MAKE MARKET Management For For
PURCHASES OF COMPANY SHARES.
05 AUTHORIZE THE REISSUE PRICE RANGE OF TREASURY SHARES. Management For For
- --------------------------------------------------------------------------------
WELLS FARGO & COMPANY
SECURITY 949746101 MEETING TYPE Annual
TICKER SYMBOL WFC MEETING DATE 27-Apr-2010
ISIN US9497461015 AGENDA 933204593 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: JOHN D. BAKER II Management For For
1B ELECTION OF DIRECTOR: JOHN S. CHEN Management For For
1C ELECTION OF DIRECTOR: LLOYD H. DEAN Management For For
1D ELECTION OF DIRECTOR: SUSAN E. ENGEL Management For For
1E ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR. Management For For
1F ELECTION OF DIRECTOR: DONALD M. JAMES Management For For
1G ELECTION OF DIRECTOR: RICHARD D. MCCORMICK Management For For
1H ELECTION OF DIRECTOR: MACKEY J. MCDONALD Management For For
1I ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN Management For For
1J ELECTION OF DIRECTOR: NICHOLAS G. MOORE Management For For
1K ELECTION OF DIRECTOR: PHILIP J. QUIGLEY Management For For
1L ELECTION OF DIRECTOR: JUDITH M. RUNSTAD Management For For
1M ELECTION OF DIRECTOR: STEPHEN W. SANGER Management For For
1N ELECTION OF DIRECTOR: ROBERT K. STEEL Management For For
1O ELECTION OF DIRECTOR: JOHN G. STUMPF Management For For
1P ELECTION OF DIRECTOR: SUSAN G. SWENSON Management For For
02 PROPOSAL TO APPROVE A NON-BINDING ADVISORY RESOLUTION Management For For
REGARDING THE COMPENSATION OF THE COMPANY'S NAMED
EXECUTIVES.
03 PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S Management For For
CERTIFICATE OF INCORPORATION TO INCREASE THE COMPANY'S
AUTHORIZED SHARES OF COMMON STOCK FROM 6 BILLION TO 9
BILLION.
04 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT AUDITORS FOR 2010.
05 STOCKHOLDER PROPOSAL REGARDING AN ADVISORY VOTE ON Shareholder Against For
EXECUTIVE AND DIRECTOR COMPENSATION.
06 STOCKHOLDER PROPOSAL REGARDING A POLICY TO REQUIRE AN Shareholder Against For
INDEPENDENT CHAIRMAN.
07 STOCKHOLDER PROPOSAL REGARDING A REPORT ON CHARITABLE Shareholder Against For
CONTRIBUTIONS.
08 STOCKHOLDER PROPOSAL REGARDING A REPORT ON POLITICAL Shareholder Against For
CONTRIBUTIONS.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 21
- --------------------------------------------------------------------------------
FMC CORPORATION
SECURITY 302491303 MEETING TYPE Annual
TICKER SYMBOL FMC MEETING DATE 27-Apr-2010
ISIN US3024913036 AGENDA 933209973 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR TO SERVE FOR THREE YEAR TERM: PIERRE Management For For
BRONDEAU
1B ELECTION OF DIRECTOR TO SERVE FOR THREE YEAR TERM: DIRK A. Management For For
KEMPTHORNE
1C ELECTION OF DIRECTOR TO SERVE FOR THREE YEAR TERM: ROBERT Management For For
C. PALLASH
1D ELECTION OF DIRECTOR TO SERVE FOR THREE YEAR TERM: WILLIAM Management For For
G. WALTER
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
- --------------------------------------------------------------------------------
ROLLS-ROYCE GROUP PLC, LONDON
SECURITY G7630U109 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 28-Apr-2010
ISIN GB0032836487 AGENDA 702315525 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1 Approve the Directors's report and financial statements Management For For
for the YE 31 DEC 2009
2 Approve the Director's remuneration report for the YE DEC Management For For
31 2009
3 Re-elect Peter Byrom as a Director of the Company Management For For
4 Re-elect Professor Peter Gregson as a Director of the Management For For
Company
5 Re-elect Helen Alexander as a Director of the Company Management For For
6 Re-elect Dr. John McAdam as a Director of the Company Management For For
7 Re-elect Andrew Shilston as a Director of the Company Management For For
8 Re-appoint the Auditors and to authorize the Directors to Management For For
agree their remuneration
9 Authorize the allotment and issue of Company Shares Management For For
10 Authorize political donations and political expenditure Management For For
S.11 Approve to accept new Articles of Association Management For For
S.12 Authorize the Directors to call general meetings on not Management For For
less than 14 clear day's notice
S.13 Authorize the Directors to allot shares Management For For
S.14 Approve to display pre-emption rights Management For For
S.15 Authorize the Company to purchase its own Ordinary Shares Management For For
- --------------------------------------------------------------------------------
AMERIPRISE FINANCIAL, INC.
SECURITY 03076C106 MEETING TYPE Annual
TICKER SYMBOL AMP MEETING DATE 28-Apr-2010
ISIN US03076C1062 AGENDA 933204529 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: JAMES M. CRACCHIOLO Management For For
1B ELECTION OF DIRECTOR: H. JAY SARLES Management For For
02 TO ADOPT AND APPROVE AN AMENDMENT TO THE COMPANY'S Management For For
CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF
DIRECTORS.
03 TO APPROVE A NON-BINDING ADVISORY RESOLUTION ON THE Management For For
COMPANY'S EXECUTIVE COMPENSATION PHILOSOPHY, OBJECTIVES
AND POLICIES.
04 TO APPROVE THE AMENDED AND RESTATED AMERIPRISE FINANCIAL Management For For
2005 INCENTIVE COMPENSATION PLAN.
05 TO RATIFY THE AUDIT COMMITTEE'S SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2010.
- --------------------------------------------------------------------------------
SCRIPPS NETWORKS INTERACTIVE, INC.
SECURITY 811065101 MEETING TYPE Annual
TICKER SYMBOL SNI MEETING DATE 28-Apr-2010
ISIN US8110651010 AGENDA 933207450 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 DAVID A. GALLOWAY For For
2 DALE POND For For
3 RONALD W. TYSOE For For
- --------------------------------------------------------------------------------
BARRICK GOLD CORPORATION
SECURITY 067901108 MEETING TYPE Annual
TICKER SYMBOL ABX MEETING DATE 28-Apr-2010
ISIN CA0679011084 AGENDA 933213908 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST 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 J.B. HARVEY For For
9 B. MULRONEY For For
10 A. MUNK For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 22
11 P. MUNK For For
12 A.W. REGENT For For
13 N.P. ROTHSCHILD For For
14 S.J. SHAPIRO 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 ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION APPROACH. Management For For
- --------------------------------------------------------------------------------
DOVER MOTORSPORTS, INC.
SECURITY 260174107 MEETING TYPE Annual
TICKER SYMBOL DVD MEETING DATE 28-Apr-2010
ISIN US2601741075 AGENDA 933223682 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 JOHN W. ROLLINS, JR. For For
2 EUGENE W. WEAVER For For
02 STOCKHOLDER PROPOSAL TO ELIMINATE THE RESTRICTIONS ON THE Shareholder Against For
TRANSFERABILITY OF CLASS A COMMON STOCK.
- --------------------------------------------------------------------------------
DOVER DOWNS GAMING & ENTERTAINMENT, INC.
SECURITY 260095104 MEETING TYPE Annual
TICKER SYMBOL DDE MEETING DATE 28-Apr-2010
ISIN US2600951048 AGENDA 933229088 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 JOHN W. ROLLINS, JR. For For
2 PATRICK J. BAGLEY For For
- --------------------------------------------------------------------------------
VIVENDI, PARIS
SECURITY F97982106 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 29-Apr-2010
ISIN FR0000127771 AGENDA 702283350 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
- - "French Resident Shareowners must complete, sign and Non-Voting
forward the Proxy Card-directly 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 be
forwarded to the Global Custodians that have
become-Registered Intermediaries, on the Vote Deadline
Date. In capacity as- Registered Intermediary, the Global
Custodian will sign the Proxy Card and-forward to the
local custodian. If you are unsure whether your
Global-Custodian acts as Registered Intermediary, please
contact your-representative"
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE Non-Voting
OPTIONS ARE "FOR"-AND "AGAINST" A VOTE OF "ABSTAIN" WILL
BE TREATED AS AN "AGAINST" VOTE
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION Non-Voting
IS AVAILABLE BY-CLICKING ON THE MATERIAL URL
LINK:-https://balo.journal-
officiel.gouv.fr/pdf/2010/0305/201003051000547.pdf
1 Approve the annual reports and accounts for FY 2009 Management For For
2 Approve the consolidated reports and accounts for FY 2009 Management For For
3 Approve the allocation of the result for FY 2009, setting Management For For
of the dividend and its date for payment
4 Approve the special report by the Statutory Auditors Management For For
concerning regulated agreements and commitments
5 Appointment of Mme Dominique Heriard Dubreuil as a Member Management For For
of the Supervisory
6 Appointment of Mme Aliza Jabes as a Member of the Management For For
Supervisory Board
7 Appointment of Mme Jacqueline Tammenoms Baker as a Member Management For For
of the Supervisory
8 Appointment of M. Daniel Camus as a Member of the Management For For
Supervisory Board
9 Authorize the Board of Directors in order that the Company Management For For
might buy its own shares
10 Grant the powers for accomplishment of the formalities Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 23
- --------------------------------------------------------------------------------
BBA AVIATION PLC
SECURITY G08932165 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Apr-2010
ISIN GB00B1FP8915 AGENDA 702301312 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1 Receive and adopt the 2009 report and accounts Management For For
2 Re-elect Mark Harper as a Director Management For For
3 Re-elect Michael Harper as a Director Management For For
4 Re-elect Nick Land as a Director Management For For
5 Re-elect Simon Pryce as a Director Management For For
6 Re-elect Peter Ratcliffe as a Director Management For For
7 Re-elect Hansel Tookes as a Director Management For For
8 Re-appoint Deloitte LLP as the Auditors Management For For
9 Authorize the Directors to fix the Auditors' remuneration Management For For
10 Declare a final dividend Management For For
11 Authorize the Directors to allot relevant securities Management For For
S.12 Approve the disapplication of pre-emption rights Management For For
S.13 Authorize the Company to make market purchases of ordinary Management For For
shares
14 Approve the Directors' remuneration report Management For For
S.15 Approve notice period for certain general meetings Management For For
S.16 Approve the new Articles of Association Management For For
- --------------------------------------------------------------------------------
CORNING INCORPORATED
SECURITY 219350105 MEETING TYPE Annual
TICKER SYMBOL GLW MEETING DATE 29-Apr-2010
ISIN US2193501051 AGENDA 933203541 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: ROBERT F. CUMMINGS, JR. Management For For
1B ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ Management For For
1C ELECTION OF DIRECTOR: WILLIAM D. SMITHBURG Management For For
1D ELECTION OF DIRECTOR: HANSEL E. TOOKES II Management For For
1E ELECTION OF DIRECTOR: WENDELL P. WEEKS Management For For
02 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
CORNING'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.
03 APPROVAL OF THE 2010 VARIABLE COMPENSATION PLAN. Management For For
04 APPROVAL OF THE 2010 EQUITY PLAN FOR NON- EMPLOYEE Management For For
DIRECTORS.
05 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE RESTATED Management For For
CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF
DIRECTORS.
06 SHAREHOLDER PROPOSAL CONCERNING VOTING. Shareholder Against For
- --------------------------------------------------------------------------------
AOL INC.
SECURITY 00184X105 MEETING TYPE Annual
TICKER SYMBOL AOL MEETING DATE 29-Apr-2010
ISIN US00184X1054 AGENDA 933204997 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: TIM ARMSTRONG Management For For
1B ELECTION OF DIRECTOR: RICHARD DALZELL Management For For
1C ELECTION OF DIRECTOR: KAREN DYKSTRA Management For For
1D ELECTION OF DIRECTOR: WILLIAM HAMBRECHT Management For For
1E ELECTION OF DIRECTOR: SUSAN LYNE Management For For
1F ELECTION OF DIRECTOR: PATRICIA MITCHELL Management For For
1G ELECTION OF DIRECTOR: MICHAEL POWELL Management For For
1H ELECTION OF DIRECTOR: FREDRIC REYNOLDS Management For For
1I ELECTION OF DIRECTOR: JAMES STENGEL Management For For
1J ELECTION OF DIRECTOR: JAMES WIATT Management For For
2 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS OUR Management For For
INDEPENDENT AUDITORS FOR 2010.
3 APPROVAL OF AMENDED AND RESTATED AOL INC. 2010 STOCK Management Against Against
INCENTIVE PLAN.
4 APPROVAL OF AMENDED AND RESTATED AOL INC. ANNUAL INCENTIVE Management For For
PLAN FOR EXECUTIVE OFFICERS.
- --------------------------------------------------------------------------------
AMPCO-PITTSBURGH CORPORATION
SECURITY 032037103 MEETING TYPE Annual
TICKER SYMBOL AP MEETING DATE 29-Apr-2010
ISIN US0320371034 AGENDA 933205937 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 LEONARD M. CARROLL For For
2 LAURENCE E. PAUL For For
3 ERNEST G. SIDDONS For For
02 A PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 24
- --------------------------------------------------------------------------------
DAVIDE CAMPARI - MILANO SPA, MILANO
SECURITY T24091117 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 30-Apr-2010
ISIN IT0003849244 AGENDA 702324043 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
- - PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH Non-Voting
QUORUM, THERE WILL BE A-SECOND CALL ON 03 MAY 2010
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN-VALID
FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO
ADVISED THAT-YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM
IS MET OR THE MEETING IS-CANCELLED. THANK YOU.
E.1 Approve the free capital increase from EUR 29,040,000 to Management No
EUR 58,080,000 and the relevant amendments to Company Action
By-laws
E.2 Approve the proposal to grant a further five-year period Management No
of powers to the Board of Directors in order to execute a Action
paid-in capital increase/free capital increase and to
issue convertible bonds, inherent and consequent
resolutions
E.3 Amend the Articles 11, 15 and 27 of the By-laws in Management No
compliance with Law Decree N. 27 Dtd 27 JAN 2010 with Action
integration of relative regulations on appointment of
Board of Auditors
O.1 Approve the financial statements as at 31 DEC 2009 and Management No
consequent resolutions Action
O.2 Appointment of the Board of Directors Management No
Action
O.3 Appointment of the Board of Statutory Auditors Management No
Action
O.4 Appointment of the Auditing firm Management No
Action
O.5 Approve the stock option plan ex Article 114-BIS TUF Management No
Action
O.6 Grant authority to purchase and dispose of Company's own Management No
shares Action
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF Non-Voting
ARTICLE NUMBERS IN RESOL-UTION E.3. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS P-ROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- --------------------------------------------------------------------------------
FERRO CORPORATION
SECURITY 315405100 MEETING TYPE Annual
TICKER SYMBOL FOE MEETING DATE 30-Apr-2010
ISIN US3154051003 AGENDA 933223098 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 RICHARD C. BROWN For For
2 GREGORY E. HYLAND For For
3 RONALD P. VARGO For For
02 APPROVAL OF THE 2010 LONG-TERM INCENTIVE PLAN Management Against Against
03 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANT
04 APPROVAL OF AN AMENDMENT TO THE FERRO CORPORATION CODE OF Management Against Against
REGULATIONS
05 IF PROPERLY PRESENTED, A SHAREHOLDER PROPOSAL Shareholder For Against
- --------------------------------------------------------------------------------
GRUPO TELEVISA, S.A.B.
SECURITY 40049J206 MEETING TYPE Annual
TICKER SYMBOL TV MEETING DATE 30-Apr-2010
ISIN US40049J2069 AGENDA 933256910 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
I APPOINTMENT OR RATIFICATION, AS THE CASE MAY BE, OF THE Management For
MEMBERS OF THE BOARD OF DIRECTORS TO BE APPOINTED AT THIS
MEETING PURSUANT TO ARTICLES TWENTY SIXTH, TWENTY SEVENTH
AND OTHER APPLICABLE ARTICLES OF THE CORPORATE BY-LAWS.
II APPOINTMENT OF DELEGATES TO CARRY OUT AND FORMALIZE THE Management For
RESOLUTIONS ADOPTED AT THIS MEETING.
- --------------------------------------------------------------------------------
MOTOROLA, INC.
SECURITY 620076109 MEETING TYPE Annual
TICKER SYMBOL MOT MEETING DATE 03-May-2010
ISIN US6200761095 AGENDA 933203717 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: GREGORY Q. BROWN Management For For
1B ELECTION OF DIRECTOR: DAVID W. DORMAN Management For For
1C ELECTION OF DIRECTOR: WILLIAM R. HAMBRECHT Management For For
1D ELECTION OF DIRECTOR: SANJAY K. JHA Management For For
1E ELECTION OF DIRECTOR: KEITH A. MEISTER Management For For
1F ELECTION OF DIRECTOR: THOMAS J. MEREDITH Management For For
1G ELECTION OF DIRECTOR: SAMUEL C. SCOTT III Management For For
1H ELECTION OF DIRECTOR: JAMES R. STENGEL Management For For
1I ELECTION OF DIRECTOR: ANTHONY J. VINCIQUERRA Management For For
1J ELECTION OF DIRECTOR: DOUGLAS A. WARNER III Management For For
1K ELECTION OF DIRECTOR: JOHN A. WHITE Management For For
02 APPROVAL OF THE COMPANY'S OVERALL EXECUTIVE COMPENSATION Management For For
POLICIES AND PROCEDURES.
03 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2010.
04 SHAREHOLDER PROPOSAL RE: HUMAN RIGHTS POLICY. Shareholder Against For
05 SHAREHOLDER PROPOSAL RE: REINCORPORATE IN A Shareholder Against For
SHAREOWNER-FRIENDLY STATE.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 25
- --------------------------------------------------------------------------------
DISH NETWORK CORPORATION
SECURITY 25470M109 MEETING TYPE Annual
TICKER SYMBOL DISH MEETING DATE 03-May-2010
ISIN US25470M1099 AGENDA 933209276 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST 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 OUR INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING
DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
THE HERSHEY COMPANY
SECURITY 427866108 MEETING TYPE Annual
TICKER SYMBOL HSY MEETING DATE 04-May-2010
ISIN US4278661081 AGENDA 933203337 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 P.M. ARWAY For For
2 R.F. CAVANAUGH For For
3 C.A. DAVIS For For
4 J.E. NEVELS For For
5 T.J. RIDGE For For
6 D.L. SHEDLARZ For For
7 D.J. WEST For For
8 L.S. ZIMMERMAN For For
02 RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR Management For For
2010.
- --------------------------------------------------------------------------------
ROVI CORPORATION
SECURITY 779376102 MEETING TYPE Annual
TICKER SYMBOL ROVI MEETING DATE 04-May-2010
ISIN US7793761021 AGENDA 933203907 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 ALFRED J. AMOROSO For For
2 ANDREW K. LUDWICK For For
3 ALAN L. EARHART For For
4 JAMES E. MEYER For For
5 JAMES P. O'SHAUGHNESSY For For
6 RUTHANN QUINDLEN For For
02 PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS Management For For
ROVI CORPORATION INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE CURRENT YEAR.
- --------------------------------------------------------------------------------
ITT EDUCATIONAL SERVICES, INC.
SECURITY 45068B109 MEETING TYPE Annual
TICKER SYMBOL ESI MEETING DATE 04-May-2010
ISIN US45068B1098 AGENDA 933206319 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: JOHN F. COZZI Management For For
1B ELECTION OF DIRECTOR: KEVIN M. MODANY Management For For
1C ELECTION OF DIRECTOR: LLOYD G. WATERHOUSE Management For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP TO Management For For
SERVE AS ITT/ESI'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING DECEMBER 31,
2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 26
- --------------------------------------------------------------------------------
ECHOSTAR CORPORATION
SECURITY 278768106 MEETING TYPE Annual
TICKER SYMBOL SATS MEETING DATE 04-May-2010
ISIN US2787681061 AGENDA 933210748 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1 DIRECTOR Management
1 JOSEPH P. CLAYTON For For
2 R. STANTON DODGE For For
3 MICHAEL T. DUGAN For For
4 CHARLES W. ERGEN For For
5 DAVID K. MOSKOWITZ For For
6 TOM A. ORTOLF For For
7 C. MICHAEL SCHROEDER For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING
DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
CINCINNATI BELL INC.
SECURITY 171871106 MEETING TYPE Annual
TICKER SYMBOL CBB MEETING DATE 04-May-2010
ISIN US1718711062 AGENDA 933211928 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 BRUCE L. BYRNES For For
2 PHILLIP R. COX For For
3 JAKKI L. HAUSSLER For For
4 MARK LAZARUS For For
5 CRAIG F. MAIER For For
6 ALEX SHUMATE For For
7 LYNN A. WENTWORTH For For
8 JOHN M. ZRNO For For
02 THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO AUDIT THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE
YEAR 2010.
- --------------------------------------------------------------------------------
KERRY GROUP PLC
SECURITY G52416107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 05-May-2010
ISIN IE0004906560 AGENDA 702350543 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1 Receive the report and accounts Management For For
2 Declare the dividend Management For For
3.A.I Re-election of Mr. Denis Buckley as a Director Management For For
3.AII Re-election of Mr. Michael Dowling as a Director Management For For
3.B.I Re-election of Mr. Michael J Fleming as a Director Management For For
3.BII Re-election of Mr. John Twomey as a Director Management For For
3.C.I Re-election of Mr. Denis Carroll as a Director Management For For
3.CII Re-election of Mr. Stan Mccarthy as a Director Management For For
3CIII Re-election of Mr. Donal O Donoghue as a Director Management For For
3CIV Re-election of Mr. Gerard O Hanlon as a Director Management For For
4 Approve the remuneration of the Auditors Management For For
5 Ordinary resolution section 20 authority Management For For
S.6 Approve the disapplication off Section 23 Management For For
S.7 Authorize the Company to make purcahse of its own shares Management For For
- --------------------------------------------------------------------------------
THOMAS & BETTS CORPORATION
SECURITY 884315102 MEETING TYPE Annual
TICKER SYMBOL TNB MEETING DATE 05-May-2010
ISIN US8843151023 AGENDA 933200165 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 J.K. HAUSWALD For For
2 D. JERNIGAN For For
3 R.B. KALICH SR. For For
4 K.R. MASTERSON For For
5 D.J. PILEGGI For For
6 J.P. RICHARD For For
7 R.H. RIVERS For For
8 K.L. ROBERG For For
9 D.D. STEVENS For For
10 W.H. WALTRIP For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 27
- --------------------------------------------------------------------------------
DISCOVERY COMMUNICATIONS, INC.
SECURITY 25470F104 MEETING TYPE Annual
TICKER SYMBOL DISCA MEETING DATE 05-May-2010
ISIN US25470F1049 AGENDA 933211790 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 PAUL A. GOULD For For
2 JOHN S. HENDRICKS For For
3 M. LAVOY ROBISON For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS DISCOVERY COMMUNICATIONS, INC.'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
PEPSICO, INC.
SECURITY 713448108 MEETING TYPE Annual
TICKER SYMBOL PEP MEETING DATE 05-May-2010
ISIN US7134481081 AGENDA 933213388 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: S.L. BROWN Management For For
1B ELECTION OF DIRECTOR: I.M. COOK Management For For
1C ELECTION OF DIRECTOR: D. DUBLON Management For For
1D ELECTION OF DIRECTOR: V.J. DZAU Management For For
1E ELECTION OF DIRECTOR: R.L. HUNT Management For For
1F ELECTION OF DIRECTOR: A. IBARGUEN Management For For
1G ELECTION OF DIRECTOR: A.C. MARTINEZ Management For For
1H ELECTION OF DIRECTOR: I.K. NOOYI Management For For
1I ELECTION OF DIRECTOR: S.P. ROCKEFELLER Management For For
1J ELECTION OF DIRECTOR: J.J. SCHIRO Management For For
1K ELECTION OF DIRECTOR: L.G. TROTTER Management For For
1L ELECTION OF DIRECTOR: D. VASELLA Management For For
02 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. Management For For
03 APPROVAL OF AMENDMENT TO PEPSICO, INC. 2007 LONG- TERM Management Against Against
INCENTIVE PLAN.
04 SHAREHOLDER PROPOSAL - CHARITABLE CONTRIBUTIONS REPORT Shareholder Against For
(PROXY STATEMENT P. 67)
05 SHAREHOLDER PROPOSAL - RIGHT TO CALL SPECIAL SHAREHOLDERS Shareholder Against For
MEETING (PROXY STATEMENT P. 68)
06 SHAREHOLDER PROPOSAL - PUBLIC POLICY REPORT (PROXY Shareholder Against For
STATEMENT P. 70)
- --------------------------------------------------------------------------------
KINROSS GOLD CORPORATION
SECURITY 496902404 MEETING TYPE Annual
TICKER SYMBOL KGC MEETING DATE 05-May-2010
ISIN CA4969024047 AGENDA 933228579 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 JOHN A. BROUGH For For
2 TYE W. BURT For For
3 JOHN K. CARRINGTON For For
4 JOHN M.H. HUXLEY For For
5 JOHN A. KEYES For For
6 C. MCLEOD-SELTZER For For
7 GEORGE F. MICHALS For For
8 JOHN E. OLIVER For For
9 TERENCE C.W. REID For For
02 TO APPROVE THE APPOINTMENT OF KPMG LLP, CHARTERED Management For For
ACCOUNTANTS, AS AUDITORS OF THE COMPANY FOR THE ENSUING
YEAR AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION.
- --------------------------------------------------------------------------------
SOUTHWEST GAS CORPORATION
SECURITY 844895102 MEETING TYPE Annual
TICKER SYMBOL SWX MEETING DATE 06-May-2010
ISIN US8448951025 AGENDA 933203820 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1 DIRECTOR Management
1 ROBERT L. BOUGHNER For For
2 THOMAS E. CHESTNUT For For
3 STEPHEN C. COMER For For
4 RICHARD M. GARDNER For For
5 LEROY C. HANNEMAN, JR. For For
6 JAMES J. KROPID For For
7 MICHAEL O. MAFFIE For For
8 ANNE L. MARIUCCI For For
9 MICHAEL J. MELARKEY For For
10 JEFFREY W. SHAW For For
11 THOMAS A. THOMAS For For
12 TERRENCE L. WRIGHT For For
2 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
COMPANY FOR FISCAL YEAR 2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 28
- --------------------------------------------------------------------------------
MIRANT CORPORATION
SECURITY 60467R100 MEETING TYPE Annual
TICKER SYMBOL MIR MEETING DATE 06-May-2010
ISIN US60467R1005 AGENDA 933208767 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST 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 WILLIAM L. THACKER For For
02 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010
03 STOCKHOLDER RIGHTS PLAN Management Against Against
04 MATERIAL TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE Management For For
MIRANT CORPORATION 2005 OMNIBUS INCENTIVE COMPENSATION PLAN
05 STOCKHOLDER PROPOSAL REGARDING QUANTITATIVE GOALS FOR Shareholder Against For
REDUCING TOTAL GREENHOUSE GAS EMISSIONS
- --------------------------------------------------------------------------------
GAYLORD ENTERTAINMENT COMPANY
SECURITY 367905106 MEETING TYPE Annual
TICKER SYMBOL GET MEETING DATE 06-May-2010
ISIN US3679051066 AGENDA 933226727 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST 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 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR 2010
- --------------------------------------------------------------------------------
THE BRINK'S COMPANY
SECURITY 109696104 MEETING TYPE Annual
TICKER SYMBOL BCO MEETING DATE 07-May-2010
ISIN US1096961040 AGENDA 933210421 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 PAUL G. BOYNTON For For
2 MURRAY D. MARTIN For For
3 RONALD L. TURNER For For
02 APPROVE THE AMENDMENT AND RESTATEMENT OF THE KEY Management For For
EMPLOYEES' DEFERRED COMPENSATION PROGRAM.
03 APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER Management For For
THE MANAGEMENT PERFORMANCE IMPROVEMENT PLAN.
04 APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER Management For For
THE 2005 EQUITY INCENTIVE PLAN.
05 APPROVE THE AUDIT AND ETHICS COMMITTEE'S SELECTION OF KPMG Management For For
LLP AS AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO
AUDIT THE ACCOUNTS OF THE COMPANY AND ITS SUBSIDIARIES FOR
THE YEAR 2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 29
- --------------------------------------------------------------------------------
CIRCOR INTERNATIONAL, INC.
SECURITY 17273K109 MEETING TYPE Annual
TICKER SYMBOL CIR MEETING DATE 07-May-2010
ISIN US17273K1097 AGENDA 933216081 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1 DIRECTOR Management
1 JEROME D. BRADY For For
2 PETER M. WILVER For For
2 TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS Management For For
UNDER THE COMPANY'S AMENDED AND RESTATED 1999 STOCK OPTION
AND INCENTIVE PLAN FOR THE PURPOSES OF COMPENSATION
DEDUCTIBILITY UNDER INTERNAL REVENUE CODE SECTION 162 (M).
3 TO RATIFY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTOR'S Management For For
SELECTION OF GRANT THORNTON LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2010.
- --------------------------------------------------------------------------------
CURTISS-WRIGHT CORPORATION
SECURITY 231561101 MEETING TYPE Annual
TICKER SYMBOL CW MEETING DATE 07-May-2010
ISIN US2315611010 AGENDA 933216865 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 MARTIN R. BENANTE For For
2 S. MARCE FULLER For For
3 ALLEN A. KOZINSKI For For
4 CARL G. MILLER For For
5 WILLIAM B. MITCHELL For For
6 JOHN R. MYERS For For
7 JOHN B. NATHMAN For For
8 WILLIAM W. SIHLER For For
9 ALBERT E. SMITH For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2010.
03 PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY'S 2005 Management For For
OMNIBUS LONG-TERM INCENTIVE PLAN.
- --------------------------------------------------------------------------------
WASTE MANAGEMENT, INC.
SECURITY 94106L109 MEETING TYPE Annual
TICKER SYMBOL WM MEETING DATE 11-May-2010
ISIN US94106L1098 AGENDA 933208705 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: PASTORA SAN JUAN CAFFERTY Management For For
1B ELECTION OF DIRECTOR: FRANK M. CLARK, JR. Management For For
1C ELECTION OF DIRECTOR: PATRICK W. GROSS Management For For
1D ELECTION OF DIRECTOR: JOHN C. POPE Management For For
1E ELECTION OF DIRECTOR: W. ROBERT REUM Management For For
1F ELECTION OF DIRECTOR: STEVEN G. ROTHMEIER Management For For
1G ELECTION OF DIRECTOR: DAVID P. STEINER Management For For
1H ELECTION OF DIRECTOR: THOMAS H. WEIDEMEYER Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
03 PROPOSAL TO AMEND THE COMPANY'S SECOND RESTATED Management For For
CERTIFICATE OF INCORPORATION TO ELIMINATE THE
SUPERMAJORITY STOCKHOLDER VOTING PROVISIONS.
04 PROPOSAL RELATING TO DISCLOSURE OF POLITICAL Shareholder Against For
CONTRIBUTIONS, IF PROPERLY PRESENTED AT THE MEETING.
05 PROPOSAL RELATING TO THE RIGHT OF STOCKHOLDERS TO CALL Shareholder Against For
SPECIAL STOCKHOLDER MEETINGS, IF PROPERLY PRESENTED AT THE
MEETING.
- --------------------------------------------------------------------------------
ITT CORPORATION
SECURITY 450911102 MEETING TYPE Annual
TICKER SYMBOL ITT MEETING DATE 11-May-2010
ISIN US4509111021 AGENDA 933215053 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1 DIRECTOR Management
1 STEVEN R. LORANGER For For
2 CURTIS J. CRAWFORD For For
3 CHRISTINA A. GOLD For For
4 RALPH F. HAKE For For
5 JOHN J. HAMRE For For
6 PAUL J. KERN For For
7 FRANK T. MACINNIS For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 30
8 SURYA N. MOHAPATRA For For
9 LINDA S. SANFORD For For
10 MARKOS I. TAMBAKERAS For For
2 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS ITT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
2010.
3 TO VOTE ON A SHAREHOLDER PROPOSAL, REQUESTING THE COMPANY Shareholder Against For
PROVIDE A COMPREHENSIVE REPORT OF THE COMPANY'S MILITARY
SALES TO FOREIGN GOVERNMENTS, IF PROPERLY PRESENTED AT THE
MEETING.
4 TO VOTE ON A SHAREHOLDER PROPOSAL, AMENDING THE COMPANY'S Shareholder Against For
BY-LAWS TO ALLOW SHAREOWNERS TO CALL SPECIAL SHAREOWNER
MEETINGS, IF PROPERLY PRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------
ARTIO GLOBAL INVESTORS
SECURITY 04315B107 MEETING TYPE Annual
TICKER SYMBOL ART MEETING DATE 11-May-2010
ISIN US04315B1070 AGENDA 933216651 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: DUANE R. KULLBERG Management For For
02 THE RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31,
2010.
- --------------------------------------------------------------------------------
SPRINT NEXTEL CORPORATION
SECURITY 852061100 MEETING TYPE Annual
TICKER SYMBOL S MEETING DATE 11-May-2010
ISIN US8520611000 AGENDA 933216764 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: ROBERT R. BENNETT Management For For
1B ELECTION OF DIRECTOR: GORDON M. BETHUNE Management For For
1C ELECTION OF DIRECTOR: LARRY C. GLASSCOCK Management For For
1D ELECTION OF DIRECTOR: JAMES H. HANCE, JR. Management For For
1E ELECTION OF DIRECTOR: DANIEL R. HESSE Management For For
1F ELECTION OF DIRECTOR: V. JANET HILL Management For For
1G ELECTION OF DIRECTOR: FRANK IANNA Management For For
1H ELECTION OF DIRECTOR: SVEN-CHRISTER NILSSON Management For For
1I ELECTION OF DIRECTOR: WILLIAM R. NUTI Management For For
1J ELECTION OF DIRECTOR: RODNEY O'NEAL Management For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM OF SPRINT NEXTEL FOR
2010.
03 TO APPROVE AN AMENDMENT TO THE 2007 OMNIBUS INCENTIVE Management Against Against
PLAN, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
04 TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING POLITICAL Shareholder Against For
CONTRIBUTIONS.
05 TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING AN ADVISORY Shareholder Against For
VOTE ON EXECUTIVE COMPENSATION.
06 TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING SHAREHOLDERS' Shareholder Against For
ABILITY TO ACT BY WRITTEN CONSENT.
- --------------------------------------------------------------------------------
NORTHEAST UTILITIES
SECURITY 664397106 MEETING TYPE Annual
TICKER SYMBOL NU MEETING DATE 11-May-2010
ISIN US6643971061 AGENDA 933220838 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR 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 E. GAIL DE PLANQUE For For
6 JOHN G. GRAHAM For For
7 ELIZABETH T. KENNAN For For
8 KENNETH R. LEIBLER For For
9 ROBERT E. PATRICELLI For For
10 CHARLES W. SHIVERY For For
11 JOHN F. SWOPE For For
12 DENNIS R. WRAASE For For
02 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE Management For For
COMPANY'S INDEPENDENT AUDITORS FOR 2010
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 31
- --------------------------------------------------------------------------------
MEAD JOHNSON NUTRITION COMPANY
SECURITY 582839106 MEETING TYPE Annual
TICKER SYMBOL MJN MEETING DATE 11-May-2010
ISIN US5828391061 AGENDA 933237338 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 STEPHEN W. GOLSBY For For
2 DR.STEVEN M. ALTSCHULER For For
3 HOWARD B. BERNICK For For
4 JAMES M. CORNELIUS For For
5 PETER G. RATCLIFFE For For
6 DR. ELLIOTT SIGAL For For
7 ROBERT S. SINGER For For
8 KIMBERLY A. CASIANO For For
9 ANNA C. CATALANO For For
02 APPROVAL OF MEAD JOHNSON NUTRITION COMPANY 2009 AMENDED Management For For
AND RESTATED STOCK AWARD AND INCENTIVE PLAN.
03 THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM (INDEPENDENT AUDITORS) IN 2010.
- --------------------------------------------------------------------------------
GRIFFIN LAND & NURSERIES, INC.
SECURITY 398231100 MEETING TYPE Annual
TICKER SYMBOL GRIF MEETING DATE 11-May-2010
ISIN US3982311009 AGENDA 933243355 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 WINSTON J. CHURCHILL JR For For
2 EDGAR M. CULLMAN For For
3 DAVID M. DANZIGER For For
4 FREDERICK M. DANZIGER For For
5 THOMAS C. ISRAEL For For
6 ALBERT H. SMALL, JR. For For
7 DAVID F. STEIN For For
02 RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTANTS.
- --------------------------------------------------------------------------------
WATTS WATER TECHNOLOGIES, INC.
SECURITY 942749102 MEETING TYPE Annual
TICKER SYMBOL WTS MEETING DATE 12-May-2010
ISIN US9427491025 AGENDA 933209353 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1 DIRECTOR Management
1 ROBERT L. AYERS For For
2 KENNETT F. BURNES For For
3 RICHARD J. CATHCART For For
4 RALPH E. JACKSON, JR. For For
5 KENNETH J. MCAVOY For For
6 JOHN K. MCGILLICUDDY For For
7 GORDON W. MORAN For For
8 PATRICK S. O'KEEFE For For
2 TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL
YEAR.
- --------------------------------------------------------------------------------
LSI CORPORATION
SECURITY 502161102 MEETING TYPE Annual
TICKER SYMBOL LSI MEETING DATE 12-May-2010
ISIN US5021611026 AGENDA 933217108 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: CHARLES A. HAGGERTY Management For For
1B ELECTION OF DIRECTOR: RICHARD S. HILL Management For For
1C ELECTION OF DIRECTOR: JOHN H.F. MINER Management For For
1D ELECTION OF DIRECTOR: ARUN NETRAVALI Management For For
1E ELECTION OF DIRECTOR: MATTHEW J. O'ROURKE Management For For
1F ELECTION OF DIRECTOR: GREGORIO REYES Management For For
1G ELECTION OF DIRECTOR: MICHAEL G. STRACHAN Management For For
1H ELECTION OF DIRECTOR: ABHIJIT Y. TALWALKAR Management For For
1I ELECTION OF DIRECTOR: SUSAN M. WHITNEY Management For For
02 TO RATIFY THE AUDIT COMMITTEE'S SELECTION OF OUR Management For For
INDEPENDENT AUDITORS FOR 2010.
03 TO APPROVE OUR AMENDED 2003 EQUITY INCENTIVE PLAN. Management Against Against
04 TO APPROVE OUR AMENDED EMPLOYEE STOCK PURCHASE PLAN. Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 32
- --------------------------------------------------------------------------------
CONOCOPHILLIPS
SECURITY 20825C104 MEETING TYPE Annual
TICKER SYMBOL COP MEETING DATE 12-May-2010
ISIN US20825C1045 AGENDA 933218617 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: RICHARD L. ARMITAGE Management For For
1B ELECTION OF DIRECTOR: RICHARD H. AUCHINLECK Management For For
1C ELECTION OF DIRECTOR: JAMES E. COPELAND, JR. Management For For
1D ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN Management For For
1E ELECTION OF DIRECTOR: RUTH R. HARKIN Management For For
1F ELECTION OF DIRECTOR: HAROLD W. MCGRAW III Management For For
1G ELECTION OF DIRECTOR: JAMES J. MULVA Management For For
1H ELECTION OF DIRECTOR: ROBERT A. NIBLOCK Management For For
1I ELECTION OF DIRECTOR: HARALD J. NORVIK Management For For
1J ELECTION OF DIRECTOR: WILLIAM K. REILLY Management For For
1K ELECTION OF DIRECTOR: BOBBY S. SHACKOULS Management For For
1L ELECTION OF DIRECTOR: VICTORIA J. TSCHINKEL Management For For
1M ELECTION OF DIRECTOR: KATHRYN C. TURNER Management For For
1N ELECTION OF DIRECTOR: WILLIAM E. WADE, JR. Management For For
02 PROPOSAL TO RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2010.
03 BOARD RISK MANAGEMENT OVERSIGHT Shareholder Against For
04 GREENHOUSE GAS REDUCTION Shareholder Against For
05 OIL SANDS DRILLING Shareholder Against For
06 LOUISIANA WETLANDS Shareholder Against For
07 FINANCIAL RISKS OF CLIMATE CHANGE Shareholder Against For
08 TOXIC POLLUTION REPORT Shareholder Against For
09 GENDER EXPRESSION NON-DISCRIMINATION Shareholder Against For
10 POLITICAL CONTRIBUTIONS Shareholder Against For
- --------------------------------------------------------------------------------
BRINK'S HOME SECURITY HOLDINGS, INC.
SECURITY 109699108 MEETING TYPE Special
TICKER SYMBOL CFL MEETING DATE 12-May-2010
ISIN US1096991088 AGENDA 933240450 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 APPROVE (A) THE AGREEMENT AND PLAN OF MERGER, BY AND AMONG Management For For
BRINK'S HOME SECURITY HOLDINGS, INC., TYCO INTERNATIONAL
LTD., BARRICADE MERGER SUB, INC., ADT SECURITY SERVICES,
INC., (B) THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT
(THE "MERGER"); AND (C) THE PLAN OF MERGER THAT MEETS THE
REQUIREMENTS OF SECTION 13.1-716 OF THE VIRGINIA STOCK
CORPORATION ACT.
02 CONSIDER AND VOTE UPON ANY PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING TO A LATER DATE OR TIME, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE IS AN
INSUFFICIENT NUMBER OF VOTES AT THE TIME OF SUCH
ADJOURNMENT TO APPROVE THE MERGER AGREEMENT, THE MERGER
AND THE PLAN.
- --------------------------------------------------------------------------------
THE E.W. SCRIPPS COMPANY
SECURITY 811054402 MEETING TYPE Annual
TICKER SYMBOL SSP MEETING DATE 13-May-2010
ISIN US8110544025 AGENDA 933221006 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 ROGER L OGDEN For For
2 J. MARVIN QUIN For For
3 KIM WILLIAMS For For
- --------------------------------------------------------------------------------
SLM CORPORATION
SECURITY 78442P106 MEETING TYPE Annual
TICKER SYMBOL SLM MEETING DATE 13-May-2010
ISIN US78442P1066 AGENDA 933221133 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: ANN TORRE BATES Management For For
1B ELECTION OF DIRECTOR: WILLIAM M. DIEFENDERFER, III Management For For
1C ELECTION OF DIRECTOR: DIANE SUITT GILLELAND Management For For
1D ELECTION OF DIRECTOR: EARL A. GOODE Management For For
1E ELECTION OF DIRECTOR: RONALD F. HUNT Management For For
1F ELECTION OF DIRECTOR: ALBERT L. LORD Management For For
1G ELECTION OF DIRECTOR: MICHAEL E. MARTIN Management For For
1H ELECTION OF DIRECTOR: BARRY A. MUNITZ Management For For
1I ELECTION OF DIRECTOR: HOWARD H. NEWMAN Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 33
1J ELECTION OF DIRECTOR: A. ALEXANDER PORTER, JR. Management For For
1K ELECTION OF DIRECTOR: FRANK C. PULEO Management For For
1L ELECTION OF DIRECTOR: WOLFGANG SCHOELLKOPF Management For For
1M ELECTION OF DIRECTOR: STEVEN L. SHAPIRO Management For For
1N ELECTION OF DIRECTOR: J. TERRY STRANGE Management For For
1O ELECTION OF DIRECTOR: ANTHONY P. TERRACCIANO Management For For
1P ELECTION OF DIRECTOR: BARRY L. WILLIAMS Management For For
02 APPROVAL OF AN AMENDMENT TO EQUITY PLANS FOR AN OPTION Management Against Against
EXCHANGE PROGRAM.
03 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
- --------------------------------------------------------------------------------
REPUBLIC SERVICES, INC.
SECURITY 760759100 MEETING TYPE Annual
TICKER SYMBOL RSG MEETING DATE 13-May-2010
ISIN US7607591002 AGENDA 933221450 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: JAMES E. O'CONNOR Management For For
1B ELECTION OF DIRECTOR: JOHN W. CROGHAN Management For For
1C ELECTION OF DIRECTOR: JAMES W. CROWNOVER Management For For
1D ELECTION OF DIRECTOR: WILLIAM J. FLYNN Management For For
1E ELECTION OF DIRECTOR: DAVID I. FOLEY Management For For
1F ELECTION OF DIRECTOR: MICHAEL LARSON Management For For
1G ELECTION OF DIRECTOR: NOLAN LEHMANN Management For For
1H ELECTION OF DIRECTOR: W. LEE NUTTER Management For For
1I ELECTION OF DIRECTOR: RAMON A. RODRIGUEZ Management For For
1J ELECTION OF DIRECTOR: ALLAN C. SORENSEN Management For For
1K ELECTION OF DIRECTOR: JOHN M. TRANI Management For For
1L ELECTION OF DIRECTOR: MICHAEL W. WICKHAM Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR 2010.
03 STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS AND Shareholder Against For
EXPENDITURES.
- --------------------------------------------------------------------------------
LADBROKES PLC
SECURITY G5337D107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 14-May-2010
ISIN GB00B0ZSH635 AGENDA 702296016 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1 Receive and adopt the reports and accounts for 2009 Management For For
2 Appointment of S. Bailey as a Director Management For For
3 Appointment of D.M. Shapland as a Director Management For For
4 Re-appointment of P. Erskine as a Director Management For For
5 Re-appointment of R.J. Ames as a Director Management For For
6 Re-appointment of J.P. O'Reilly as a Director Management For For
7 Re-appointment of B.G. Wallace as a Director Management For For
8 Re-appointment of J.F. Jarvis as a Director Management For For
9 Re-appointment of C.J. Rodrigues as a Director Management For For
10 Re-appointment of C.P. Wicks as a Director Management For For
11 Re-appoint Ernst & Young LLP as the Auditor and authorize Management For For
the Directors to agree the Auditor's remuneration
12 Approve the remuneration report Management For For
13 Grant authority for political donations and expenditure Management For For
S.14 Authorize the Company to purchase its own shares Management For For
15 Authorize the Directors to allot shares Management For For
S.16 Approve to disapply Section 561 1 of the Companies Act 2006 Management For For
S.17 Grant authority for the calling of general meetings Management For For
excluding AGM's by notice of at least 14 clear days
S.18 Adopt new Articles of Association Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 34
- --------------------------------------------------------------------------------
ALIBABA.COM LTD
SECURITY G01717100 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 14-May-2010
ISIN KYG017171003 AGENDA 702369857 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
- - PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting
FAVOR' OR 'AGAINST' FOR-ALL RESOLUTIONS. THANK YOU.
1 Receive the audited financial statements together with the Management For For
Directors' report and the independent Auditor's report for
the YE 31 DEC 2009
2 Re-election of Ma Yun, Jack as a Director Management For For
3 Re-election of Wu Wei, Maggie as a Director Management For For
4 Re-election of Peng Yi Jie, Sabrina as a Director Management For For
5 Re-election of Tsou Kai-Lien, Rose as a Director Management For For
6 Re-election of Niu Gen Sheng as a Director Management For For
7 Authorize the Board of Directors to fix the Directors' Management For For
remuneration
8 Re-appoint Auditors and to authorize the Board of Management For For
Directors to fix their remuneration
9 Authorize the Directors of the Company pursuant to the Management For For
Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited, during the Relevant Period
as hereinafter defined of all the powers of the Company to
allot, issue and deal with additional shares or securities
convertible into shares, or options, warrants or similar
rights to subscribe for any shares and to make or grant
offers, agreements and options which might require the
exercise of such powers be and is hereby generally and
unconditionally approved; b the approval in sub-paragraph
a of this resolution shall authorize the Directors of the
Company during the Relevant Period to make or grant
offers, agreements and options including warrants, bonds
and debentures convertible into shares of the Company
which CONTD..
- - CONTD.. would or might require the exercise of such powers Non-Voting
after the end of-the Relevant Period; 2 c the aggregate
nominal amount of share capital-allotted or agreed
conditionally or unconditionally to be allotted
whether-pursuant to an option or otherwise by the
Directors of the Company pursuant-to the approval in
sub-paragraphs a and b of this resolution, otherwise-than
pursuant to i a Rights Issue as hereinafter defined, or ii
the-exercise of rights of subscription or conversion under
the terms of any-warrants issued by Company or any
securities which are convertible into-shares of the
Company, or iii the exercise of options granted under
any-option scheme or similar arrangement for the time
being adopted for the grant-or issue to officers and/or
employees of the Company and/or any of its-subsidiaries
CONTD..
- - CONTD.. of shares or rights to acquire shares of the Non-Voting
Company, or iv any-scrip dividend or similar arrangement
providing for the allotment and issue-of shares in lieu of
the whole or part of a dividend on shares of the
Company-in accordance with the articles of association of
the Company, shall not-exceed 10% of the share capital of
the Company in issue as of the date of- passing this
resolution, and the said approval shall be limited
accordingly;-and d for the purposes of this resolution
Authority expires from the-conclusion of the next AGM of
the Company; the expiration of the period-within which the
next AGM of the Company is required by the articles
of-association of the CONTD..
- - CONTD.. Company or any applicable laws of the Cayman Non-Voting
Islands to be held ; and-the date on which the authority
set out in this resolution is revoked or-varied by an
ordinary resolution of the shareholders of the Company
in-general meeting
10 Authorize the Directors of the Company during the Relevant Management For For
Period of all the powers of the Company to repurchase
shares in the capital of the Company on The Stock Exchange
of Hong Kong Limited the Hong Kong Stock Exchange or on
any other exchange on which the securities of the Company
may be listed and recognized by the Securities and Futures
Commission of Hong Kong and the Hong Kong Stock Exchange
for such purpose, and otherwise in accordance with the
rules and regulations of the Securities and Futures
Commission of Hong Kong, the Hong Kong Stock Exchange or
of any other stock exchange as amended from time to time
and all applicable laws in this regard, be and the same is
hereby generally and unconditionally approved; b the
aggregate nominal amount of CONTD..
- - CONTD.. the shares which may be purchased pursuant to the Non-Voting
approval in-sub-paragraph a of this resolution shall not
exceed 10% of the aggregate-nominal amount of the share
capital of the Company in issue on the date of-passing
this resolution and the said approval shall be limited
accordingly
11 Approve the notice convening this meeting being passed, Management For For
the aggregate nominal amount of the number of shares which
are repurchased by the Company after the date of the
passing of this resolution up to a maximum of 10% of the
aggregate nominal amount of the share capital of the
Company in issue as of the date of this resolution shall
be added to the aggregate nominal amount of share capital
that may be allotted or agreed conditionally or
unconditionally to be allotted by the Directors of the
Company pursuant to resolution set out in the notice
convening this meeting
12 Authorize the Directors during the Relevant Period as Management For For
defined below of all the powers of the Company to allot,
issue and deal with additional shares to be issued under
the restricted share unit scheme approved and adopted by
the then sole shareholder of the Company and the Board of
Directors of the Company both on 12 OCT 2007 and
subsequently amended by our shareholders at the AGM of the
Company held on 05 MAY 2008 the Restricted Share Unit
Scheme ; the aggregate nominal amount of additional shares
allotted, issued or dealt with, by the Directors pursuant
to the approval in this resolution shall not exceed
37,915,551 shares of the Company; and the purposes of this
resolution, Relevant Period shall have the same meaning as
assigned to it under sub- paragraph of resolution set out
in the notice convening this meeting
- --------------------------------------------------------------------------------
LADBROKES PLC
SECURITY G5337D107 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 14-May-2010
ISIN GB00B0ZSH635 AGENDA 702375797 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1. Adopt the Ladbrokes plc Growth Plan (the "Plan"), the main Management For For
features of which are summarized in the Appendix of the
Circular to shareholders dated 20 APR 2010 and the draft
rules of which have been produced to the meeting and
signed by the Chairman of the meeting for the purposes of
identification; and authorize each of the Directors of the
Company to do all such acts and things as he/she may
consider necessary or expedient to carry into effect the
Plan
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 35
- --------------------------------------------------------------------------------
PACTIV CORP.
SECURITY 695257105 MEETING TYPE Annual
TICKER SYMBOL PTV MEETING DATE 14-May-2010
ISIN US6952571056 AGENDA 933219328 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: LARRY D. BRADY Management For For
1B ELECTION OF DIRECTOR: K. DANE BROOKSHER Management For For
1C ELECTION OF DIRECTOR: ROBERT J. DARNALL Management For For
1D ELECTION OF DIRECTOR: MARY R. HENDERSON Management For For
1E ELECTION OF DIRECTOR: N. THOMAS LINEBARGER Management For For
1F ELECTION OF DIRECTOR: ROGER B. PORTER Management For For
1G ELECTION OF DIRECTOR: RICHARD L. WAMBOLD Management For For
1H ELECTION OF DIRECTOR: NORMAN H. WESLEY Management For For
02 RATIFY THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
FLOWSERVE CORPORATION
SECURITY 34354P105 MEETING TYPE Annual
TICKER SYMBOL FLS MEETING DATE 14-May-2010
ISIN US34354P1057 AGENDA 933219619 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 GAYLA DELLY For For
2 RICK MILLS For For
3 CHARLES RAMPACEK For For
4 WILLIAM RUSNACK For For
5 MARK BLINN For For
02 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP TO Management For For
SERVE AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2010.
- --------------------------------------------------------------------------------
TRANSOCEAN, LTD.
SECURITY H8817H100 MEETING TYPE Annual
TICKER SYMBOL RIG MEETING DATE 14-May-2010
ISIN CH0048265513 AGENDA 933265868 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 APPROVAL OF THE 2009 ANNUAL REPORT, THE CONSOLIDATED Management For For
FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR
2009.
02 DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS & Management For For
EXECUTIVE OFFICERS FROM LIABILITY FOR ACTIVITIES DURING
FISCAL YEAR 2009.
03 APPROPRIATION OF AVAILABLE EARNINGS FOR FISCAL YEAR 2009 Management For For
TO BE CARRIED FORWARD.
04 CHANGE OF THE COMPANY'S PLACE OF INCORPORATION IN Management For For
SWITZERLAND.
05 RENEWAL OF THE COMPANY'S AUTHORIZED SHARE CAPITAL. Management For For
06 DISTRIBUTION TO SHAREHOLDERS IN THE FORM OF A PAR VALUE Management For For
REDUCTION.
07 AMENDMENTS TO THE ARTICLES OF ASSOCIATION TO REFLECT THE Management For For
SWISS FEDERAL ACT ON INTERMEDIATED SECURITIES.
8A ELECTION OF DIRECTOR: STEVEN L. NEWMAN. Management For For
8B REELECTION OF DIRECTOR: THOMAS W. CASON. Management For For
8C REELECTION OF DIRECTOR: ROBERT M. SPRAGUE. Management For For
8D REELECTION OF DIRECTOR: J. MICHAEL TALBERT. Management For For
8E REELECTION OF DIRECTOR: JOHN L. WHITMIRE. Management For For
09 APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR 2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 36
- --------------------------------------------------------------------------------
INVESTMENTS AB KINNEVIK, STOCKHOLM
SECURITY W4832D110 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 17-May-2010
ISIN SE0000164626 AGENDA 702402772 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER
TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO
BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER Non-Voting
INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS
MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVI-DE THE
BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE
POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR-YOUR VOTE TO BE LODGED
PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT Non-Voting
ABSTAIN AS A VALID VO-TE OPTION. THANK YOU
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 646721 Non-Voting
DUE TO DELETION OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.
1 Election of Lawyer Wilhelm Luning as Chairman of the AGM Non-Voting
2 Preparation and approval of the voting list Non-Voting
3 Approval of the agenda Non-Voting
4 Election of 1 or 2 persons to check and verify the minutes Non-Voting
5 Determination of whether the AGM has been duly convened Non-Voting
6 Presentation of the annual report and Auditor's report and Non-Voting
of the Group annual-report and the Group Auditor's report
7 Adopt the profit and loss statement and the balance sheet Management For For
and of the Group profit and loss statement and the Group
balance sheet
8 Approve the proposed treatment of the Company's Management For For
unappropriated earnings or accumulated loss at stated in
the adopted balance sheet; the Board of Directors proposes
a dividend of SEK 3.00 per share; the record date is
proposed to be Thursday 20 MAY 2010; the dividend is
estimated to be paid out by Euroclear Swedan on 25 MAY 2010
9 Grant discharge of liability of the Directors of the Board Management For For
and the Managing Director
10 Approve to determine the number of Directors of the Board Management For For
be set at seven without Deputy Directors
11 Approve the fixed remuneration for each Director of the Management For For
Board for the period until the close of the next AGM be
unchanged; due to the proposed establishment of a new
committee, however, the total Board remuneration shall be
increased from SEK 3,800,000 to SEK 3,875,000, for the
period until the close of the next AGM of which SEK
900,000 shall be allocated to the Chairman of the Board,
SEK 400,000 to each of the directors of the Board and
total SEK 575,000 for the work in the committees of the
Board of Directors; the Nomination Committee proposes that
for work within the Audit Committee SEK 150,000 shall be
allocated to the Chairman and SEK 75,000 to each of the
other three members; for work within the Remuneration
Committee SEK 50,000 shall be allocated to the Chairman
and SEK 25,000 to each of the other two members; finally,
the Nomination Committee proposes that for work within the
New Ventures Committee SEK 25,000 shall be allocated to
each of the four members; furthermore, remuneration to the
Auditor shall be paid in accordance with approved invoices
12 Re-elect Vigo Carlund, John Hewko,Wilhelm Klingspor, Erik Management For For
Mitteregger, Stig Nordin, Allen Sangines-Krause and
Cristina Stenbeck as Directors of the Board; re-elect
Cristina Stenbeck as Chairman of the Board of Directors;
appointment of an Audit Committee, a Remuneration
Committee and a newly formed New Ventures Committee within
the Board of Directors
13 Approve the specified procedure of the Nomination Committee Management For For
14 Approve the specified guidelines for remuneration to the Management For For
Senior Executives
15 Approve the Incentive Programme comprising of the Management For For
following: a) adoption of an incentive programme; b)
authorize the Board, during the period until the next AGM,
to increase the Company's share capital by not more than
SEK 13,500 by the issue of not more than 135,000 Class C
shares, each with a ratio value of SEK 0.10; with
disapplication of the shareholders' preferential rights,
Nordea Bank AB [publ] shall be entitled to subscribe for
the new Class C shares at a subscription price
corresponding to the ratio value of the shares; c)
authorize the Board, during the period until the next AGM,
to repurchase its own Class C shares; the repurchase may
only be effected through a public offer directed to all
holders of Class C shares and shall comprise all
outstanding Class C shares; the purchase may be effected
at a purchase price corresponding to not less than SEK
0.10 and not more than SEK 0.11; payment for the Class C
shares shall be made in cash; the purpose of the
repurchase is to ensure the delivery of Class B shares
under the Plan; d) approve to resolve that Class C shares
that the Company purchases by virtue of the authorization
to repurchase its own shares in accordance with Resolution
15.c above may, following reclassification into Class B
shares, be transferred to participants in accordance with
the terms of the Plan
16 Authorize the Board of Directors to pass a resolution on Management For For
one or more occasions for the period up until the next AGM
on repurchasing so many Class A and/or Class B shares that
the Company's holding does not at any time exceed 10% of
the total number of shares in the Company; the repurchase
of shares shall take place on the NASDAQ OMX Stockholm and
may only occur at a price within the share price interval
registered at that time, where share price interval means
the difference between the highest buying price and lowest
selling price
17 Closing of the Meeting Non-Voting
- --------------------------------------------------------------------------------
CHEMED CORPORATION
SECURITY 16359R103 MEETING TYPE Annual
TICKER SYMBOL CHE MEETING DATE 17-May-2010
ISIN US16359R1032 AGENDA 933231463 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 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
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 37
7 THOMAS P. RICE For For
8 DONALD E. SAUNDERS For For
9 GEORGE J. WALSH III For For
10 FRANK E. WOOD For For
02 APPROVAL AND ADOPTION OF THE 2010 STOCK INCENTIVE PLAN. Management Against Against
03 RATIFICATION OF AUDIT COMMITTEE'S SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS FOR
2010.
- --------------------------------------------------------------------------------
KRAFT FOODS INC.
SECURITY 50075N104 MEETING TYPE Annual
TICKER SYMBOL KFT MEETING DATE 18-May-2010
ISIN US50075N1046 AGENDA 933205331 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: AJAYPAL S. BANGA Management For For
1B ELECTION OF DIRECTOR: MYRA M. HART Management For For
1C ELECTION OF DIRECTOR: LOIS D. JULIBER Management For For
1D ELECTION OF DIRECTOR: MARK D. KETCHUM Management For For
1E ELECTION OF DIRECTOR: RICHARD A. LERNER, M.D. Management For For
1F ELECTION OF DIRECTOR: MACKEY J. MCDONALD Management For For
1G ELECTION OF DIRECTOR: JOHN C. POPE Management For For
1H ELECTION OF DIRECTOR: FREDRIC G. REYNOLDS Management For For
1I ELECTION OF DIRECTOR: IRENE B. ROSENFELD Management For For
1J ELECTION OF DIRECTOR: J.F. VAN BOXMEER Management For For
1K ELECTION OF DIRECTOR: DEBORAH C. WRIGHT Management For For
1L ELECTION OF DIRECTOR: FRANK G. ZARB Management For For
2 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Management For For
LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2010.
3 SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER ACTION BY Shareholder Against For
WRITTEN CONSENT.
- --------------------------------------------------------------------------------
JPMORGAN CHASE & CO.
SECURITY 46625H100 MEETING TYPE Annual
TICKER SYMBOL JPM MEETING DATE 18-May-2010
ISIN US46625H1005 AGENDA 933226501 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: CRANDALL C. BOWLES Management For For
1B ELECTION OF DIRECTOR: STEPHEN B. BURKE Management For For
1C ELECTION OF DIRECTOR: DAVID M. COTE Management For For
1D ELECTION OF DIRECTOR: JAMES S. CROWN Management For For
1E ELECTION OF DIRECTOR: JAMES DIMON Management For For
1F ELECTION OF DIRECTOR: ELLEN V. FUTTER Management For For
1G ELECTION OF DIRECTOR: WILLIAM H. GRAY, III Management For For
1H ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. Management For For
1I ELECTION OF DIRECTOR: DAVID C. NOVAK Management For For
1J ELECTION OF DIRECTOR: LEE R. RAYMOND Management For For
1K ELECTION OF DIRECTOR: WILLIAM C. WELDON Management For For
02 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Management For For
FIRM
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management For For
04 POLITICAL NON-PARTISANSHIP Shareholder Against For
05 SPECIAL SHAREOWNER MEETINGS Shareholder Against For
06 COLLATERAL IN OVER THE COUNTER DERIVATIVES TRADING Shareholder Against For
07 SHAREHOLDER ACTION BY WRITTEN CONSENT Shareholder Against For
08 INDEPENDENT CHAIRMAN Shareholder Against For
09 PAY DISPARITY Shareholder Against For
10 SHARE RETENTION Shareholder Against For
- --------------------------------------------------------------------------------
NATIONAL PRESTO INDUSTRIES, INC.
SECURITY 637215104 MEETING TYPE Annual
TICKER SYMBOL NPK MEETING DATE 18-May-2010
ISIN US6372151042 AGENDA 933232910 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 RICHARD N. CARDOZO For For
2 PATRICK J. QUINN For For
02 APPROVAL OF THE NATIONAL PRESTO INDUSTRIES, INC. INCENTIVE Management For For
COMPENSATION PLAN.
03 RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP AS NATIONAL Management For For
PRESTO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 38
- --------------------------------------------------------------------------------
SAFEWAY INC.
SECURITY 786514208 MEETING TYPE Annual
TICKER SYMBOL SWY MEETING DATE 19-May-2010
ISIN US7865142084 AGENDA 933226739 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: STEVEN A. BURD Management For For
1B ELECTION OF DIRECTOR: JANET E. GROVE Management For For
1C ELECTION OF DIRECTOR: MOHAN GYANI Management For For
1D ELECTION OF DIRECTOR: PAUL HAZEN Management For For
1E ELECTION OF DIRECTOR: FRANK C. HERRINGER Management For For
1F ELECTION OF DIRECTOR: KENNETH W. ODER Management For For
1G ELECTION OF DIRECTOR: ARUN SARIN Management For For
1H ELECTION OF DIRECTOR: MICHAEL S. SHANNON Management For For
1I ELECTION OF DIRECTOR: WILLIAM Y. TAUSCHER Management For For
2 APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF Management For For
INCORPORATION REGARDING SPECIAL STOCKHOLDER MEETINGS.
3 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2010
04 STOCKHOLDER PROPOSAL REQUESTING CUMULATIVE VOTING. Shareholder Against For
05 STOCKHOLDER PROPOSAL REGARDING PRINCIPLES TO STOP GLOBAL Shareholder Against For
WARMING.
06 STOCKHOLDER PROPOSAL REQUESTING LIMITATION ON FUTURE DEATH Shareholder Against For
BENEFITS.
07 STOCKHOLDER PROPOSAL REGARDING POULTRY SLAUGHTER. Shareholder Against For
- --------------------------------------------------------------------------------
HSN, INC
SECURITY 404303109 MEETING TYPE Annual
TICKER SYMBOL HSNI MEETING DATE 19-May-2010
ISIN US4043031099 AGENDA 933230815 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 GREGORY R. BLATT For For
2 MICHAEL C. BOYD For For
3 P. BOUSQUET-CHAVANNE For For
4 WILLIAM COSTELLO For For
5 JAMES M. FOLLO For For
6 MINDY GROSSMAN For For
7 STEPHANIE KUGELMAN For For
8 ARTHUR C. MARTINEZ For For
9 THOMAS J. MCINERNEY For For
10 JOHN B. (JAY) MORSE For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR Management For For
INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010.
03 TO APPROVE THE HSN, INC. EMPLOYEE STOCK PURCHASE PLAN. Management For For
- --------------------------------------------------------------------------------
CORN PRODUCTS INTERNATIONAL, INC.
SECURITY 219023108 MEETING TYPE Annual
TICKER SYMBOL CPO MEETING DATE 19-May-2010
ISIN US2190231082 AGENDA 933235194 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 ILENE S. GORDON For For
2 KAREN L. HENDRICKS For For
3 BARBARA A. KLEIN For For
4 DWAYNE A. WILSON For For
02 TO APPROVE AMENDMENTS TO THE COMPANY'S CERTIFICATE OF Management For For
INCORPORATION TO ELIMINATE THE CLASSIFIED BOARD STRUCTURE.
03 TO AMEND AND REAPPROVE THE CORN PRODUCTS INTERNATIONAL, Management Against Against
INC. STOCK INCENTIVE PLAN.
04 TO AMEND AND REAPPROVE THE CORN PRODUCTS INTERNATIONAL, Management For For
INC. ANNUAL INCENTIVE PLAN.
05 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY AND ITS
SUBSIDIARIES, IN RESPECT OF THE COMPANY'S OPERATIONS IN
2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 39
- --------------------------------------------------------------------------------
AKAMAI TECHNOLOGIES, INC.
SECURITY 00971T101 MEETING TYPE Annual
TICKER SYMBOL AKAM MEETING DATE 19-May-2010
ISIN US00971T1016 AGENDA 933242529 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: F. THOMSON LEIGHTON Management For For
1B ELECTION OF DIRECTOR: PAUL SAGAN Management For For
1C ELECTION OF DIRECTOR: NAOMI O. SELIGMAN Management For For
02 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
THE INDEPENDENT AUDITORS OF AKAMAI TECHNOLOGIES, INC. FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
UNITED STATES CELLULAR CORPORATION
SECURITY 911684108 MEETING TYPE Annual
TICKER SYMBOL USM MEETING DATE 19-May-2010
ISIN US9116841084 AGENDA 933248216 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 PAUL-HENRI DENUIT For For
02 RATIFY ACCOUNTANTS FOR 2010. Management For For
- --------------------------------------------------------------------------------
RCN CORPORATION
SECURITY 749361200 MEETING TYPE Special
TICKER SYMBOL RCNI MEETING DATE 19-May-2010
ISIN US7493612003 AGENDA 933261721 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
MARCH 5, 2010, AS IT MAY BE AMENDED FROM TIME TO TIME, BY
AND AMONG RCN CORPORATION, YANKEE CABLE ACQUISITION, LLC,
YANKEE METRO PARENT, INC. AND YANKEE METRO MERGER SUB,
INC., AND TO APPROVE THE TRANSACTIONS CONTEMPLATED THEREBY.
02 TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF
THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO ADOPT THE MERGER AGREEMENT AND TO APPROVE THE
TRANSACTIONS CONTEMPLATED THEREBY.
- --------------------------------------------------------------------------------
DR PEPPER SNAPPLE GROUP,INC.
SECURITY 26138E109 MEETING TYPE Annual
TICKER SYMBOL DPS MEETING DATE 20-May-2010
ISIN US26138E1091 AGENDA 933222818 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: JOHN L. ADAMS Management For For
1B ELECTION OF DIRECTOR: TERENCE D. MARTIN Management For For
1C ELECTION OF DIRECTOR: RONALD G. ROGERS Management For For
2 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE AS THE Management For For
CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2010.
- --------------------------------------------------------------------------------
LOJACK CORPORATION
SECURITY 539451104 MEETING TYPE Annual
TICKER SYMBOL LOJN MEETING DATE 20-May-2010
ISIN US5394511043 AGENDA 933228377 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 RORY J. COWAN For For
2 JOHN H. MACKINNON For For
3 ROBERT J. MURRAY For For
4 ROBERT L. REWEY For For
5 RICHARD T. RILEY For For
6 HARVEY ROSENTHAL For For
7 MARIA RENNA SHARPE For For
8 RONALD V. WATERS III For For
02 RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2010.
- --------------------------------------------------------------------------------
ZEBRA TECHNOLOGIES CORPORATION
SECURITY 989207105 MEETING TYPE Annual
TICKER SYMBOL ZBRA MEETING DATE 20-May-2010
ISIN US9892071054 AGENDA 933244117 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 GERHARD CLESS For For
2 MICHAEL A. SMITH For For
02 PROPOSAL TO RATIFY ERNST & YOUNG LLP AS INDEPENDENT Management For For
AUDITORS.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 40
- --------------------------------------------------------------------------------
GRAFTECH INTERNATIONAL LTD.
SECURITY 384313102 MEETING TYPE Annual
TICKER SYMBOL GTI MEETING DATE 20-May-2010
ISIN US3843131026 AGENDA 933246503 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 RANDY W. CARSON For For
2 MARY B. CRANSTON For For
3 HAROLD E. LAYMAN For For
4 FERRELL P. MCCLEAN For For
5 MICHAEL C. NAHL For For
6 STEVEN R. SHAWLEY For For
7 CRAIG S. SHULAR For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
CURRENT FISCAL YEAR ENDING DECEMBER 31, 2010.
03 TO RE-APPROVE THE PERFORMANCE MEASURES UNDER THE GRAFTECH Management For For
INTERNATIONAL LTD. 2005 EQUITY INCENTIVE PLAN.
- --------------------------------------------------------------------------------
FPL GROUP, INC.
SECURITY 302571104 MEETING TYPE Annual
TICKER SYMBOL FPL MEETING DATE 21-May-2010
ISIN US3025711041 AGENDA 933228062 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 SHERRY S. BARRAT For For
2 ROBERT M. BEALL, II For For
3 J. HYATT BROWN For For
4 JAMES L. CAMAREN For For
5 J. BRIAN FERGUSON For For
6 LEWIS HAY, III For For
7 TONI JENNINGS For For
8 OLIVER D. KINGSLEY, JR. For For
9 RUDY E. SCHUPP For For
10 WILLIAM H. SWANSON For For
11 MICHAEL H. THAMAN For For
12 HANSEL E. TOOKES, II For For
02 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
03 APPROVAL OF AN AMENDMENT TO ARTICLE I OF THE RESTATED Management For For
ARTICLES OF INCORPORATION OF FPL GROUP, INC. TO CHANGE THE
COMPANY'S NAME TO NEXTERA ENERGY, INC.
- --------------------------------------------------------------------------------
TIME WARNER INC.
SECURITY 887317303 MEETING TYPE Annual
TICKER SYMBOL TWX MEETING DATE 21-May-2010
ISIN US8873173038 AGENDA 933230233 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: JAMES L. BARKSDALE Management For For
1B ELECTION OF DIRECTOR: WILLIAM P. BARR Management For For
1C ELECTION OF DIRECTOR: JEFFREY L. BEWKES Management For For
1D ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH Management For For
1E ELECTION OF DIRECTOR: FRANK J. CAUFIELD Management For For
1F ELECTION OF DIRECTOR: ROBERT C. CLARK Management For For
1G ELECTION OF DIRECTOR: MATHIAS DOPFNER Management For For
1H ELECTION OF DIRECTOR: JESSICA P. EINHORN Management For For
1I ELECTION OF DIRECTOR: FRED HASSAN Management For For
1J ELECTION OF DIRECTOR: MICHAEL A. MILES Management For For
1K ELECTION OF DIRECTOR: KENNETH J. NOVACK Management For For
1L ELECTION OF DIRECTOR: DEBORAH C. WRIGHT Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. Management For For
03 COMPANY PROPOSAL TO APPROVE THE TIME WARNER INC. 2010 Management Against Against
STOCK INCENTIVE PLAN.
04 COMPANY PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S Management For For
BY-LAWS TO PROVIDE THAT HOLDERS OF AT LEAST 15% OF THE
COMBINED VOTING POWER OF THE COMPANY'S OUTSTANDING CAPITAL
STOCK MAY REQUEST A SPECIAL MEETING OF STOCKHOLDERS.
05 STOCKHOLDER PROPOSAL REGARDING SIMPLE MAJORITY VOTE. Shareholder Against For
06 STOCKHOLDER PROPOSAL REGARDING EQUITY RETENTION POLICY. Shareholder Against For
07 STOCKHOLDER PROPOSAL REGARDING ADVISORY RESOLUTION TO Shareholder Against For
RATIFY COMPENSATION OF NAMED EXECUTIVE OFFICERS.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 41
- --------------------------------------------------------------------------------
CABLEVISION SYSTEMS CORPORATION
SECURITY 12686C109 MEETING TYPE Annual
TICKER SYMBOL CVC MEETING DATE 21-May-2010
ISIN US12686C1099 AGENDA 933233772 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 ZACHARY W. CARTER For For
2 THOMAS V. REIFENHEISER For For
3 JOHN R. RYAN For For
4 VINCENT TESE For For
5 LEONARD TOW For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
COMPANY FOR FISCAL YEAR 2010.
- --------------------------------------------------------------------------------
TIME WARNER CABLE INC
SECURITY 88732J207 MEETING TYPE Annual
TICKER SYMBOL TWC MEETING DATE 24-May-2010
ISIN US88732J2078 AGENDA 933236956 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: CAROLE BLACK Management For For
1B ELECTION OF DIRECTOR: GLENN A. BRITT Management For For
1C ELECTION OF DIRECTOR: THOMAS H. CASTRO Management For For
1D ELECTION OF DIRECTOR: DAVID C. CHANG Management For For
1E ELECTION OF DIRECTOR: JAMES E. COPELAND, JR. Management For For
1F ELECTION OF DIRECTOR: PETER R. HAJE Management For For
1G ELECTION OF DIRECTOR: DONNA A. JAMES Management For For
1H ELECTION OF DIRECTOR: DON LOGAN Management For For
1I ELECTION OF DIRECTOR: N.J. NICHOLAS, JR. Management For For
1J ELECTION OF DIRECTOR: WAYNE H. PACE Management For For
1K ELECTION OF DIRECTOR: EDWARD D. SHIRLEY Management For For
1L ELECTION OF DIRECTOR: JOHN E. SUNUNU Management For For
02 RATIFICATION OF AUDITORS Management For For
- --------------------------------------------------------------------------------
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
SECURITY 18451C109 MEETING TYPE Annual
TICKER SYMBOL CCO MEETING DATE 25-May-2010
ISIN US18451C1099 AGENDA 933267280 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: BLAIR E. HENDRIX Management For For
1B ELECTION OF DIRECTOR: DANIEL G. JONES Management For For
1C ELECTION OF DIRECTOR: SCOTT R. WELLS Management For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
THERMO FISHER SCIENTIFIC INC.
SECURITY 883556102 MEETING TYPE Annual
TICKER SYMBOL TMO MEETING DATE 26-May-2010
ISIN US8835561023 AGENDA 933237960 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: MARC N. CASPER Management For For
1B ELECTION OF DIRECTOR: TYLER JACKS Management For For
02 RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR 2010.
- --------------------------------------------------------------------------------
CHEVRON CORPORATION
SECURITY 166764100 MEETING TYPE Annual
TICKER SYMBOL CVX MEETING DATE 26-May-2010
ISIN US1667641005 AGENDA 933241743 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: S.H. ARMACOST Management For For
1B ELECTION OF DIRECTOR: L.F. DEILY Management For For
1C ELECTION OF DIRECTOR: R.E. DENHAM Management For For
1D ELECTION OF DIRECTOR: R.J. EATON Management For For
1E ELECTION OF DIRECTOR: C. HAGEL Management For For
1F ELECTION OF DIRECTOR: E. HERNANDEZ Management For For
1G ELECTION OF DIRECTOR: F.G. JENIFER Management For For
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 42
1H ELECTION OF DIRECTOR: G.L. KIRKLAND Management For For
1I ELECTION OF DIRECTOR: S. NUNN Management For For
1J ELECTION OF DIRECTOR: D.B. RICE Management For For
1K ELECTION OF DIRECTOR: K.W. SHARER Management For For
1L ELECTION OF DIRECTOR: C.R. SHOEMATE Management For For
1M ELECTION OF DIRECTOR: J.G. STUMPF Management For For
1N ELECTION OF DIRECTOR: R.D. SUGAR Management For For
1O ELECTION OF DIRECTOR: C. WARE Management For For
1P ELECTION OF DIRECTOR: J.S. WATSON Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Management For For
FIRM
03 AMENDMENT TO CHEVRON'S BY-LAWS TO REDUCE THE PERCENTAGE OF Management For For
STOCKHOLDINGS REQUIRED FOR STOCKHOLDERS TO CALL FOR
SPECIAL MEETINGS
04 APPOINTMENT OF AN INDEPENDENT DIRECTOR WITH ENVIRONMENTAL Shareholder Against For
EXPERTISE
05 HOLDING EQUITY-BASED COMPENSATION THROUGH RETIREMENT Shareholder Against For
06 DISCLOSURE OF PAYMENTS TO HOST GOVERNMENTS Shareholder Against For
07 GUIDELINES FOR COUNTRY SELECTION Shareholder Against For
08 FINANCIAL RISKS FROM CLIMATE CHANGE Shareholder Against For
09 HUMAN RIGHTS COMMITTEE Shareholder Against For
- --------------------------------------------------------------------------------
INTERMEC, INC.
SECURITY 458786100 MEETING TYPE Annual
TICKER SYMBOL IN MEETING DATE 26-May-2010
ISIN US4587861000 AGENDA 933241870 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: PATRICK J. BYRNE Management Abstain Against
1B ELECTION OF DIRECTOR: ERIC J. DRAUT Management Abstain Against
1C ELECTION OF DIRECTOR: GREGORY K. HINCKLEY Management Abstain Against
1D ELECTION OF DIRECTOR: LYDIA H. KENNARD Management Abstain Against
1E ELECTION OF DIRECTOR: ALLEN J. LAUER Management Abstain Against
1F ELECTION OF DIRECTOR: STEPHEN P. REYNOLDS Management Abstain Against
1G ELECTION OF DIRECTOR: STEVEN B. SAMPLE Management Abstain Against
1H ELECTION OF DIRECTOR: OREN G. SHAFFER Management Abstain Against
1I ELECTION OF DIRECTOR: LARRY D. YOST Management Abstain Against
02 RATIFY SELECTION OF DELOITTE & TOUCHE LLP AS INTERMEC, Management For For
INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
2010.
- --------------------------------------------------------------------------------
CBS CORPORATION
SECURITY 124857103 MEETING TYPE Annual
TICKER SYMBOL CBSA MEETING DATE 26-May-2010
ISIN US1248571036 AGENDA 933244206 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST 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 PRICEWATERHOUSECOOPERS Management For For
LLP TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2010.
03 A PROPOSAL TO RE-APPROVE THE MATERIAL TERMS OF THE Management For For
PERFORMANCE GOALS IN THE COMPANY'S SENIOR EXECUTIVE
SHORT-TERM INCENTIVE PLAN.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 43
- --------------------------------------------------------------------------------
TELEPHONE AND DATA SYSTEMS, INC.
SECURITY 879433100 MEETING TYPE Annual
TICKER SYMBOL TDS MEETING DATE 26-May-2010
ISIN US8794331004 AGENDA 933260313 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 C.A. DAVIS For For
2 C.D. O'LEARY For For
3 G.L. SUGARMAN For For
4 H.S. WANDER For For
02 RATIFY ACCOUNTANTS FOR 2010. Management For For
03 SHAREHOLDER PROPOSAL RELATED TO CALLING OF MEETINGS BY Shareholder Against For
SHAREHOLDERS.
- --------------------------------------------------------------------------------
TELEPHONE AND DATA SYSTEMS, INC.
SECURITY 879433860 MEETING TYPE Annual
TICKER SYMBOL TDSS MEETING DATE 26-May-2010
ISIN US8794338603 AGENDA 933260325 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 C.A. DAVIS For For
2 C.D. O'LEARY For For
3 G.L. SUGARMAN For For
4 H.S. WANDER For For
- --------------------------------------------------------------------------------
FIDELITY NAT'L INFORMATION SERVICES INC
SECURITY 31620M106 MEETING TYPE Annual
TICKER SYMBOL FIS MEETING DATE 27-May-2010
ISIN US31620M1062 AGENDA 933244509 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 STEPHAN A. JAMES For For
2 JAMES NEARY For For
3 FRANK R. MARTIRE For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2010 FISCAL YEAR.
- --------------------------------------------------------------------------------
DEUTSCHE BANK AG
SECURITY D18190898 MEETING TYPE Annual
TICKER SYMBOL DB MEETING DATE 27-May-2010
ISIN DE0005140008 AGENDA 933274172 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
02 APPROPRIATION OF DISTRIBUTABLE PROFIT Management For For
03 RATIFICATION OF THE ACTS OF MANAGEMENT OF THE MANAGEMENT Management For For
BOARD FOR THE 2009 FINANCIAL YEAR
04 RATIFICATION OF THE ACTS OF MANAGEMENT OF THE SUPERVISORY Management For For
BOARD FOR THE 2009 FINANCIAL YEAR
05 ELECTION OF THE AUDITOR FOR THE 2010 FINANCIAL YEAR, Management For For
INTERIM ACCOUNTS
06 AUTHORIZATION TO ACQUIRE OWN SHARES FOR TRADING PURPOSES Management For For
(SECTION 71 (1) NO. 7 STOCK CORPORATION ACT)
07 AUTHORIZATION TO ACQUIRE OWN SHARES AND FOR THEIR USE WITH Management For For
THE POSSIBLE EXCLUSION OF PRE- EMPTIVE RIGHTS
08 AUTHORIZATION TO USE DERIVATIVES WITHIN FRAMEWORK OF Management For For
PURCHASE OF OWN SHARES, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT
09 APPROVAL OF THE COMPENSATION SYSTEM FOR THE MANAGEMENT Management For For
BOARD MEMBERS
10 AMENDMENT TO THE ARTICLES OF ASSOCIATION IN ACCORDANCE Management For For
WITH THE ACT IMPLEMENTING THE SHAREHOLDER'S RIGHTS
DIRECTIVE
11 AUTHORIZATION TO ISSUE PARTICIPATORY NOTES WITH WARRANTS Management For For
AND/OR CONVERTIBLE PARTICIPATORY NOTES, BONDS WITH
WARRANTS AND CONVERTIBLE BONDS, CREATION OF CONDITIONAL
CAPITAL AND AMENDMENT TO THE ARTICLES OF ASSOCIATION
12 APPROVAL OF THE CHANGE OF CONTROL AND PROFIT AND LOSS Management For For
TRANSFER AGREEMENTS AS WELL AS OF PROFIT AND LOSS TRANSFER
AGREEMENTS
13 APPROVAL OF THE NEW CONCLUSION OF CONTROL AND PROFIT AND Management For For
LOSS TRANSFER AGREEMENTS WITH DEUTSCHE BANK
AKTIENGESELLSCHAFT
CM1 COUNTER MOTION 1 Management
CM2 COUNTER MOTION 2 Management
CM3 COUNTER MOTION 3 Management
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 44
- --------------------------------------------------------------------------------
DEUTSCHE BANK AG
SECURITY D18190898 MEETING TYPE Annual
TICKER SYMBOL DB MEETING DATE 27-May-2010
ISIN DE0005140008 AGENDA 933285529 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
02 APPROPRIATION OF DISTRIBUTABLE PROFIT Management For For
03 RATIFICATION OF THE ACTS OF MANAGEMENT OF THE MANAGEMENT Management For For
BOARD FOR THE 2009 FINANCIAL YEAR
04 RATIFICATION OF THE ACTS OF MANAGEMENT OF THE SUPERVISORY Management For For
BOARD FOR THE 2009 FINANCIAL YEAR
05 ELECTION OF THE AUDITOR FOR THE 2010 FINANCIAL YEAR, Management For For
INTERIM ACCOUNTS
06 AUTHORIZATION TO ACQUIRE OWN SHARES FOR TRADING PURPOSES Management For For
(SECTION 71 (1) NO. 7 STOCK CORPORATION ACT)
07 AUTHORIZATION TO ACQUIRE OWN SHARES AND FOR THEIR USE WITH Management For For
THE POSSIBLE EXCLUSION OF PRE- EMPTIVE RIGHTS
08 AUTHORIZATION TO USE DERIVATIVES WITHIN FRAMEWORK OF Management For For
PURCHASE OF OWN SHARES, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT
09 APPROVAL OF THE COMPENSATION SYSTEM FOR THE MANAGEMENT Management For For
BOARD MEMBERS
10 AMENDMENT TO THE ARTICLES OF ASSOCIATION IN ACCORDANCE Management For For
WITH THE ACT IMPLEMENTING THE SHAREHOLDER'S RIGHTS
DIRECTIVE
11 AUTHORIZATION TO ISSUE PARTICIPATORY NOTES WITH WARRANTS Management For For
AND/OR CONVERTIBLE PARTICIPATORY NOTES, BONDS WITH
WARRANTS AND CONVERTIBLE BONDS, CREATION OF CONDITIONAL
CAPITAL AND AMENDMENT TO THE ARTICLES OF ASSOCIATION
12 APPROVAL OF THE CHANGE OF CONTROL AND PROFIT AND LOSS Management For For
TRANSFER AGREEMENTS AS WELL AS OF PROFIT AND LOSS TRANSFER
AGREEMENTS
13 APPROVAL OF THE NEW CONCLUSION OF CONTROL AND PROFIT AND Management For For
LOSS TRANSFER AGREEMENTS WITH DEUTSCHE BANK
AKTIENGESELLSCHAFT
CM1 COUNTER MOTION 1 Management
CM2 COUNTER MOTION 2 Management
CM3 COUNTER MOTION 3 Management
- --------------------------------------------------------------------------------
ALCATEL-LUCENT
SECURITY 013904305 MEETING TYPE Annual
TICKER SYMBOL ALU MEETING DATE 01-Jun-2010
ISIN US0139043055 AGENDA 933267557 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
O1 APPROVAL OF THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR Management For For
ENDED DECEMBER 31, 2009.
O2 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE Management For For
FISCAL YEAR ENDED DECEMBER 31, 2009.
O3 RESULTS FOR FISCAL YEAR - APPROPRIATION. Management For For
O4 RENEWAL OF THE TERM OF OFFICE OF PHILIPPE CAMUS AS MEMBER Management For For
OF THE BOARD OF DIRECTORS.
O5 RENEWAL OF THE TERM OF OFFICE OF BEN VERWAAYEN AS MEMBER Management For For
OF THE BOARD OF DIRECTORS.
O6 RENEWAL OF THE TERM OF OFFICE OF DANIEL BERNARD AS MEMBER Management For For
OF THE BOARD OF DIRECTORS.
O7 RENEWAL OF THE TERM OF OFFICE OF W. FRANK BLOUNT AS MEMBER Management For For
OF THE BOARD OF DIRECTORS.
O8 RENEWAL OF THE TERM OF OFFICE OF STUART E. EIZENSTAT AS Management For For
MEMBER OF THE BOARD OF DIRECTORS.
O9 RENEWAL OF THE TERM OF OFFICE OF LOUIS R. HUGHES AS MEMBER Management For For
OF THE BOARD OF DIRECTORS.
O10 RENEWAL OF THE TERM OF OFFICE OF JEAN C. MONTY AS MEMBER Management For For
OF THE BOARD OF DIRECTORS.
O11 RENEWAL OF THE TERM OF OFFICE OF OLIVIER PIOU AS MEMBER OF Management For For
THE BOARD OF DIRECTORS.
O12 APPOINTMENT OF CARLA CICO AS MEMBER OF THE BOARD OF Management For For
DIRECTORS.
O13 APPROVAL OF THE AMOUNT OF DIRECTORS' FEES ALLOCATED TO THE Management For For
DIRECTORS.
O14 RENEWAL OF THE TERM OF OFFICE OF JEAN-PIERRE DESBOIS AS Management For For
BOARD OBSERVER.
O15 APPOINTMENT OF BERTRAND LAPRAYE AS BOARD OBSERVER. Management For For
O16 APPROVAL OF A REGULATED AGREEMENT AND REGULATED Management For For
COMMITMENTS WHICH REMAINED IN FORCE DURING THE FISCAL YEAR.
O17 APPROVAL IN ACCORDANCE WITH ARTICLE L. 225-42-1 OF THE Management For For
FRENCH COMMERCIAL CODE OF "OTHER BENEFITS" COMMITMENTS IN
FAVOR OF THE CHAIRMAN.
O18 APPROVAL IN ACCORDANCE WITH ARTICLE L. 225-42-1 OF THE Management For For
FRENCH COMMERCIAL CODE, OF "OTHER BENEFITS" AND "PENSION"
COMMITMENTS IN FAVOR OF THE CEO.
O19 RATIFICATION OF THE CHANGE OF REGISTERED OFFICE. Management For For
O20 AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO Management For For
ALLOW THE COMPANY TO PURCHASE AND SELL ITS OWN SHARES.
E21 AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO Management For For
REDUCE THE SHARE CAPITAL OF THE COMPANY BY CANCELLATION OF
TREASURY SHARES.
E22 DELEGATION OF AUTHORITY TO BE GIVEN TO THE BOARD OF Management For For
DIRECTORS TO PROCEED WITH THE ISSUE, WITHOUT CANCELLATION
OF PREFERENTIAL SUBSCRIPTION RIGHTS, OF ORDINARY SHARES
AND OF SECURITIES CONFERRING AN IMMEDIATE OR FUTURE RIGHT
TO THE SHARE CAPITAL OF THE COMPANY OR OF ITS AFFILIATES.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 45
E23 DELEGATION OF AUTHORITY TO BE GIVEN TO THE BOARD OF Management For For
DIRECTORS TO PROCEED WITH THE ISSUE, WITH CANCELLATION OF
PREFERENTIAL SUBSCRIPTION RIGHTS, (I) OF ORDINARY SHARES
OF THE COMPANY AND ANY SECURITIES CONFERRING AN IMMEDIATE
OR FUTURE RIGHT TO THE SHARE CAPITAL OF THE COMPANY OR OF
ITS AFFILIATES, OR (II) OF ORDINARY SHARES OF THE COMPANY
WHICH MAY BE ISSUED PURSUANT TO SECURITIES TO BE ISSUED BY
SUBSIDIARIES, INCLUDING FOR THE PURPOSE OF REMUNERATING
SECURITIES THAT ARE TENDERED IN CONNECTION WITH AN
EXCHANGE OFFER.
E24 DELEGATION OF AUTHORITY TO BE GIVEN TO THE BOARD OF Management For For
DIRECTORS TO PROCEED WITH THE ISSUANCE, THROUGH AN OFFER
BY WAY OF PRIVATE PLACEMENT AS REFERRED TO IN ARTICLE L.
411-2 II OF THE FRENCH MONETARY AND FINANCIAL CODE, OF
ORDINARY SHARES AND ANY SECURITIES CONFERRING A RIGHT TO
THE SHARE CAPITAL OF THE COMPANY OR OF ITS AFFILIATES,
WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS
("PLACEMENT PRIVE AVEC SUPPRESSION DU DROIT PREFERENTIEL
DE SOUSCRIPTION").
E25 AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS IN THE Management For For
EVENT OF A SHARE CAPITAL INCREASE, WITH OR WITHOUT
CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS, CARRIED
OUT UNDER THE 22ND, 23RD AND 24TH RESOLUTIONS TO INCREASE
THE NUMBER OF SECURITIES TO BE ISSUED.
E26 DELEGATION OF AUTHORITY TO BE GIVEN TO THE BOARD OF Management For For
DIRECTORS TO CARRY OUT A SHARE CAPITAL INCREASE TO
REMUNERATE CONTRIBUTIONS IN KIND OF CAPITAL STOCK OR
SECURITIES GIVING ACCESS TO THE SHARE CAPITAL OF
THIRD-PARTY COMPANIES.
E27 AGGREGATE LIMIT TO THE AMOUNT OF ISSUANCES CARRIED OUT BY Management For For
VIRTUE OF THE 22ND, 23RD, 24TH, 25TH AND 26TH RESOLUTIONS.
E28 DELEGATION OF AUTHORITY TO BE GIVEN TO THE BOARD OF Management For For
DIRECTORS TO INCREASE THE SHARE CAPITAL OF THE COMPANY BY
INCORPORATION OF RESERVES, PROFITS OR PREMIUMS.
E29 AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO Management For For
GRANT, SUBJECT TO PERFORMANCE CONDITIONS, PERFORMANCE
SHARES ON SHARES OF THE COMPANY CURRENTLY EXISTING OR DUE
TO BE ISSUED TO EMPLOYEES AND EXECUTIVE OFFICERS.
E30 AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO Management For For
GRANT OPTIONS TO SUBSCRIBE FOR OR PURCHASE SHARES OF THE
COMPANY TO EMPLOYEES AND EXECUTIVE OFFICERS.
E31 DELEGATION OF AUTHORITY TO BE GIVEN TO THE BOARD OF Management For For
DIRECTORS TO DECIDE ON THE INCREASE OF THE SHARE CAPITAL
OF THE COMPANY BY THE ISSUANCE OF SHARES RESERVED TO THE
PARTICIPANTS IN A COMPANY SAVINGS PLAN OR THE DISPOSAL TO
THE LATTER OF SHARES OR ANY OTHER SECURITIES GIVING ACCESS
TO THE COMPANY'S SHARE CAPITAL.
E32 AMENDMENT OF THE DURATION OF THE DIRECTORS' TERM OF OFFICE Management For For
SET OUT IN ARTICLE 13 OF THE BYLAWS AND OF THE DURATION OF
THE BOARD OBSERVERS' TERM OF OFFICE SET OUT IN ARTICLE 14
OF THE BYLAWS.
E33 POWERS. Management For For
E34 AMENDMENTS OR NEW RESOLUTIONS PROPOSED AT THE MEETING. Management For For
- --------------------------------------------------------------------------------
DIRECTV
SECURITY 25490A101 MEETING TYPE Annual
TICKER SYMBOL DTV MEETING DATE 03-Jun-2010
ISIN US25490A1016 AGENDA 933253281 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1 DIRECTOR Management
1 NEIL R. AUSTRIAN For For
2 RALPH F. BOYD, JR. For For
3 PAUL A. GOULD For For
4 CHARLES R. LEE For For
5 PETER A. LUND For For
6 GREGORY B. MAFFEI For For
7 JOHN C. MALONE For For
8 NANCY S. NEWCOMB For For
9 HAIM SABAN For For
10 MICHAEL D. WHITE For For
2 RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC Management For For
ACCOUNTANTS.
3 APPROVAL OF THE DIRECTV 2010 STOCK PLAN. Management Against Against
4 APPROVAL OF THE DIRECTV EXECUTIVE OFFICER CASH BONUS PLAN. Management For For
5 ADOPTION OF POLICY REQUIRING EXECUTIVES TO RETAIN 75% OF Shareholder Against For
ALL EQUITY-BASED COMPENSATION FOR 2 YEARS FOLLOWING
SEPARATION FROM DIRECTV.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 46
- --------------------------------------------------------------------------------
LAS VEGAS SANDS CORP.
SECURITY 517834107 MEETING TYPE Annual
TICKER SYMBOL LVS MEETING DATE 03-Jun-2010
ISIN US5178341070 AGENDA 933254079 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1 DIRECTOR Management
1 SHELDON G. ADELSON For For
2 IRWIN CHAFETZ For For
2 TO CONSIDER AND ACT UPON THE RATIFICATION OF THE SELECTION Management For For
OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
3 TO CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
SUSTAINABILITY REPORT.
4 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME Management For For
BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
- --------------------------------------------------------------------------------
FLOWERS FOODS, INC.
SECURITY 343498101 MEETING TYPE Annual
TICKER SYMBOL FLO MEETING DATE 04-Jun-2010
ISIN US3434981011 AGENDA 933248747 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 DAVID V. SINGER* For For
2 FRANKLIN L. BURKE** For For
3 GEORGE E. DEESE** For For
4 MANUEL A. FERNANDEZ** For For
5 MELVIN T. STITH** For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
FLOWER FOODS, INC. FOR THE 2010 FISCAL YEAR.
- --------------------------------------------------------------------------------
MONSTER WORLDWIDE, INC.
SECURITY 611742107 MEETING TYPE Annual
TICKER SYMBOL MWW MEETING DATE 08-Jun-2010
ISIN US6117421072 AGENDA 933257582 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: SALVATORE IANNUZZI Management For For
1B ELECTION OF DIRECTOR: ROBERT J. CHRENC Management For For
1C ELECTION OF DIRECTOR: JOHN GAULDING Management For For
1D ELECTION OF DIRECTOR: EDMUND P. GIAMBASTIANI, JR. Management For For
1E ELECTION OF DIRECTOR: CYNTHIA P. MCCAGUE Management For For
1F ELECTION OF DIRECTOR: JEFFREY F. RAYPORT Management For For
1G ELECTION OF DIRECTOR: ROBERTO TUNIOLI Management For For
1H ELECTION OF DIRECTOR: TIMOTHY T. YATES Management For For
02 RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN, LLP AS Management For For
MONSTER WORLDWIDE, INC.'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31,
2010
- --------------------------------------------------------------------------------
VIACOM INC.
SECURITY 92553P102 MEETING TYPE Annual
TICKER SYMBOL VIA MEETING DATE 09-Jun-2010
ISIN US92553P1021 AGENDA 933257746 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 GEORGE S. ABRAMS For For
2 PHILIPPE P. DAUMAN For For
3 THOMAS E. DOOLEY For For
4 ALAN C. GREENBERG For For
5 ROBERT K. KRAFT For For
6 BLYTHE J. MCGARVIE For For
7 CHARLES E. PHILLIPS, JR For For
8 SHARI REDSTONE For For
9 SUMNER M. REDSTONE For For
10 FREDERIC V. SALERNO For For
11 WILLIAM SCHWARTZ For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP TO SERVE AS INDEPENDENT AUDITOR FOR VIACOM INC. FOR
FISCAL YEAR 2010.
03 THE APPROVAL OF THE VIACOM INC. 2006 LONG-TERM MANAGEMENT Management For For
INCENTIVE PLAN, AS AMENDED AND RESTATED EFFECTIVE JANUARY
1, 2011.
04 THE APPROVAL OF THE VIACOM INC. 2011 STOCK OPTION PLAN FOR Management For For
OUTSIDE DIRECTORS.
05 THE APPROVAL OF THE VIACOM INC. 2011 RSU PLAN FOR OUTSIDE Management For For
DIRECTORS.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 47
- --------------------------------------------------------------------------------
FREEPORT-MCMORAN COPPER & GOLD INC.
SECURITY 35671D857 MEETING TYPE Annual
TICKER SYMBOL FCX MEETING DATE 09-Jun-2010
ISIN US35671D8570 AGENDA 933262064 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1 DIRECTOR Management
1 RICHARD C. ADKERSON For For
2 ROBERT J. ALLISON, JR. For For
3 ROBERT A. DAY For For
4 GERALD J. FORD For For
5 H. DEVON GRAHAM, JR. For For
6 CHARLES C. KRULAK For For
7 BOBBY LEE LACKEY For For
8 JON C. MADONNA For For
9 DUSTAN E. MCCOY For For
10 JAMES R. MOFFETT For For
11 B. M. RANKIN, JR. For For
12 STEPHEN H. SIEGELE For For
2 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
3 ADOPTION OF THE AMENDED AND RESTATED 2006 STOCK INCENTIVE Management For For
PLAN.
4 STOCKHOLDER PROPOSAL REGARDING THE SELECTION OF A Shareholder Against For
CANDIDATE WITH ENVIRONMENTAL EXPERTISE TO BE RECOMMENDED
FOR ELECTION TO THE COMPANY'S BOARD OF DIRECTORS.
5 STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF A POLICY Shareholder Against For
REQUIRING SENIOR EXECUTIVES TO RETAIN SHARES ACQUIRED
THROUGH EQUITY COMPENSATION PROGRAMS UNTIL TWO YEARS
FOLLOWING TERMINATION OF THEIR EMPLOYMENT.
- --------------------------------------------------------------------------------
KATY INDUSTRIES, INC.
SECURITY 486026107 MEETING TYPE Annual
TICKER SYMBOL KATY MEETING DATE 09-Jun-2010
ISIN US4860261076 AGENDA 933272267 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 ROBERT M. BARATTA For For
2 DANIEL B. CARROLL For For
3 WALLACE E. CARROLL, JR. For For
4 DAVID J. FELDMAN For For
02 TO RATIFY THE SELECTION OF UHY LLP AS THE INDEPENDENT Management For For
PUBLIC ACCOUNTANTS OF KATY.
- --------------------------------------------------------------------------------
MGM MIRAGE
SECURITY 552953101 MEETING TYPE Annual
TICKER SYMBOL MGM MEETING DATE 15-Jun-2010
ISIN US5529531015 AGENDA 933259067 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1 DIRECTOR Management
1 ROBERT H. BALDWIN For For
2 WILLIAM A. BIBLE For For
3 BURTON M. COHEN For For
4 WILLIE D. DAVIS For For
5 KENNY C. GUINN For For
6 ALEXIS M. HERMAN For For
7 ROLAND HERNANDEZ For For
8 KIRK KERKORIAN For For
9 ANTHONY MANDEKIC For For
10 ROSE MCKINNEY-JAMES For For
11 JAMES J. MURREN For For
12 DANIEL J. TAYLOR For For
13 MELVIN B. WOLZINGER For For
2 TO RATIFY THE SELECTION OF THE INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
2010.
3 TO AMEND AND RESTATE THE CERTIFICATE OF INCORPORATION OF Management For For
THE COMPANY TO CHANGE THE NAME OF THE COMPANY FROM "MGM
MIRAGE" TO "MGM RESORTS INTERNATIONAL".
4 TO CONSIDER A STOCKHOLDER PROPOSAL IF PRESENTED AT THE Shareholder Against For
ANNUAL MEETING.
5 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME Management Abstain
BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 48
- --------------------------------------------------------------------------------
IAC/INTERACTIVECORP
SECURITY 44919P508 MEETING TYPE Annual
TICKER SYMBOL IACI MEETING DATE 15-Jun-2010
ISIN US44919P5089 AGENDA 933268105 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST 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 ARTHUR C. MARTINEZ For For
7 DAVID ROSENBLATT For For
8 ALAN G. SPOON* For For
9 A. VON FURSTENBERG For For
10 RICHARD F. ZANNINO For For
11 MICHAEL P. ZEISSER For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
IAC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
2010.
- --------------------------------------------------------------------------------
LIBERTY GLOBAL, INC.
SECURITY 530555101 MEETING TYPE Annual
TICKER SYMBOL LBTYA MEETING DATE 17-Jun-2010
ISIN US5305551013 AGENDA 933266226 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
01 DIRECTOR Management
1 MIRANDA CURTIS For For
2 JOHN W. DICK For For
3 J.C. SPARKMAN For For
4 J. DAVID WARGO For For
02 REAPPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS Management For For
UNDER THE LIBERTY GLOBAL, INC. 2005 INCENTIVE PLAN
03 RATIFICATION OF THE SELECTION OF KPMG LLP AS THE COMPANY'S Management For For
INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2010
- --------------------------------------------------------------------------------
LIBERTY MEDIA CORPORATION
SECURITY 53071M302 MEETING TYPE Annual
TICKER SYMBOL LCAPA MEETING DATE 24-Jun-2010
ISIN US53071M3025 AGENDA 933272964 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1 DIRECTOR Management
1 MR. JOHN C. MALONE For For
2 MR. ROBERT R. BENNETT For For
3 MR. M. IAN G. GILCHRIST For For
4 MS. ANDREA L. WONG For For
2 PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2010 Management Against Against
INCENTIVE PLAN.
3 PROPOSAL TO RATIFY KPMG LLP AS LIBERTY MEDIA CORPORATION'S Management For For
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31,2010.
- --------------------------------------------------------------------------------
LIBERTY MEDIA CORPORATION
SECURITY 53071M708 MEETING TYPE Annual
TICKER SYMBOL LSTZA MEETING DATE 24-Jun-2010
ISIN US53071M7083 AGENDA 933272964 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1 DIRECTOR Management
1 MR. JOHN C. MALONE For For
2 MR. ROBERT R. BENNETT For For
3 MR. M. IAN G. GILCHRIST For For
4 MS. ANDREA L. WONG For For
2 PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2010 Management Against Against
INCENTIVE PLAN.
3 PROPOSAL TO RATIFY KPMG LLP AS LIBERTY MEDIA CORPORATION'S Management For For
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31,2010.
ProxyEdge
Meeting Date Range: 07/01/2009 to 06/30/2010 Report Date: 07/06/2010
The Gabelli Value Fund Inc. 49
- --------------------------------------------------------------------------------
LIBERTY MEDIA CORPORATION
SECURITY 53071M104 MEETING TYPE Annual
TICKER SYMBOL LINTA MEETING DATE 24-Jun-2010
ISIN US53071M1045 AGENDA 933272964 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1 DIRECTOR Management
1 MR. JOHN C. MALONE For For
2 MR. ROBERT R. BENNETT For For
3 MR. M. IAN G. GILCHRIST For For
4 MS. ANDREA L. WONG For For
2 PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2010 Management Against Against
INCENTIVE PLAN.
3 PROPOSAL TO RATIFY KPMG LLP AS LIBERTY MEDIA CORPORATION'S Management For For
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31,2010.
- --------------------------------------------------------------------------------
YAHOO! INC.
SECURITY 984332106 MEETING TYPE Annual
TICKER SYMBOL YHOO MEETING DATE 24-Jun-2010
ISIN US9843321061 AGENDA 933275073 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ------ ----------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: CAROL BARTZ Management For For
1B ELECTION OF DIRECTOR: ROY J. BOSTOCK Management For For
1C ELECTION OF DIRECTOR: PATTI S. HART Management For For
1D ELECTION OF DIRECTOR: ERIC HIPPEAU Management For For
1E ELECTION OF DIRECTOR: SUSAN M. JAMES Management For For
1F ELECTION OF DIRECTOR: VYOMESH JOSHI Management For For
1G ELECTION OF DIRECTOR: ARTHUR H. KERN Management For For
1H ELECTION OF DIRECTOR: BRAD D. SMITH Management For For
1I ELECTION OF DIRECTOR: GARY L. WILSON Management For For
1J ELECTION OF DIRECTOR: JERRY YANG Management For For
02 APPROVAL OF AMENDMENTS TO THE COMPANY'S 1996 DIRECTORS' Management For For
STOCK PLAN.
03 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
04 SHAREHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION Shareholder Against For
ADVISORY VOTE, IF PROPERLY PRESENTED AT THE ANNUAL MEETING.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant The Gabelli Value Fund Inc.
By (Signature and Title)* /s/ Bruce N. Alpert
-----------------------------
Bruce N. Alpert,
Principal Executive Officer
Date August 24, 2010
* Print the name and title of each signing officer under his or her
signature.