UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-08861 Morgan Stanley Value Fund (Exact name of registrant as specified in charter) 522 Fifth Avenue, New York, New York 10036 (Address of principal executive offices) (Zip code) Stefanie V. Chang Yu, Esq. Managing Director Morgan Stanley Investment Advisors Inc. 522 Fifth Avenue New York, New York 10036 (Name and address of agent for service) Registrant's telephone number, including area code: 800-869-6397 Date of fiscal year end: 9/30 Date of reporting period: 7/1/09 - 5/31/10 ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-08861 Reporting Period: 07/01/2009 - 05/31/2010 Morgan Stanley Value Fund ========================== MORGAN STANLEY VALUE FUND =========================== ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 23, 2010 Meeting Type: Annual Record Date: FEB 24, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R.J. Alpern For For Management 1.2 Elect Director R.S. Austin For For Management 1.3 Elect Director W.M. Daley For For Management 1.4 Elect Director W.J. Farrell For For Management 1.5 Elect Director H.L. Fuller For For Management 1.6 Elect Director W.A. Osborn For For Management 1.7 Elect Director D.A.L. Owen For For Management 1.8 Elect Director R.S. Roberts For For Management 1.9 Elect Director S.C. Scott, III For For Management 1.10 Elect Director W.D. Smithburg For For Management 1.11 Elect Director G.F. Tilton For For Management 1.12 Elect Director M.D. White For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings - -------------------------------------------------------------------------------- ACCENTURE PLC Ticker: ACN Security ID: G1150G111 Meeting Date: AUG 5, 2009 Meeting Type: Special Record Date: JUN 19, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Reincorporation from Bermuda to For For Management Ireland through Scheme of Arrangement 2 Adjourn Meeting For For Management 1 Approve Reincorporation from Bermuda to For For Management Ireland through Scheme of Arrangement 2 Adjourn Meeting For For Management 1 Approve the Creation of Distributable For For Management Reserves for Accenture plc 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- ACCENTURE PLC Ticker: ACN Security ID: G1151C101 Meeting Date: FEB 4, 2010 Meeting Type: Annual Record Date: DEC 14, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Reelect William L. Kimsey as a Director For For Management 1.2 Reelect Robert I. Lipp as a Director For For Management 1.3 Reelect Wulf von Schimmelmann as a For For Management Director 2 Approve KPMG as Auditors and Authorize For For Management Board to Fix Their Remuneration 3 Approve 2010 Share Incentive Plan For Against Management 4 Approve 2010 Employee Share Purchase For For Management Plan 5 Change Location of Annual Meeting For For Management 6 Authorize Open-Market Purchases of For For Management Class A Ordinary Shares 7 Authorize Board to Determine Price For For Management Range for the Issuance of Acquired Treasury Stock - -------------------------------------------------------------------------------- AFLAC INCORPORATED Ticker: AFL Security ID: 001055102 Meeting Date: MAY 3, 2010 Meeting Type: Annual Record Date: FEB 24, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel P. Amos For For Management 1.2 Elect Director John Shelby Amos II For For Management 1.3 Elect Director Paul S. Amos II For For Management 1.4 Elect Director Michael H. Armacost For For Management 1.5 Elect Director Kriss Cloninger III For For Management 1.6 Elect Director Joe Frank Harris For For Management 1.7 Elect Director Elizabeth J. Hudson For For Management 1.8 Elect Director Douglas W. Johnson For For Management 1.9 Elect Director Robert B. Johnson For For Management 1.10 Elect Director Charles B. Knapp For For Management 1.11 Elect Director E. Stephen Purdom, M.d. For For Management 1.12 Elect Director Barbara K. Rimer, PhD For For Management 1.13 Elect Director Marvin R. Schuster For For Management 1.14 Elect Director David Gary Thompson For For Management 1.15 Elect Director Robert L. Wright For For Management 1.16 Elect Director Takuro Yoshida For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ALCOA INC. Ticker: AA Security ID: 013817101 Meeting Date: APR 23, 2010 Meeting Type: Annual Record Date: JAN 27, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Arthur D. Collins, Jr For For Management 1.2 Elect Director Carlos Ghosn For For Management 1.3 Elect Director Michael G. Morris For For Management 1.4 Elect Director E. Stanley O'Neal For Withhold Management 2 Ratify Auditor For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Reduce Supermajority Vote Requirement For For Management Relating to Fair Price Protection 5 Reduce Supermajority Vote Requirement For For Management Relating to Director Elections 6 Reduce Supermajority Vote Requirement For For Management Relating to the Removal of Directors 7 Adopt Simple Majority Vote Against Against Shareholder - -------------------------------------------------------------------------------- ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: MAY 20, 2010 Meeting Type: Annual Record Date: MAR 29, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Elizabeth E. Bailey For For Management 2 Elect Director Gerald L. Baliles For For Management 3 Elect Director John T. Casteen III For For Management 4 Elect Director Dinyar S. Devitre For For Management 5 Elect Director Thomas F. Farrell II For For Management 6 Elect Director Robert E. R. Huntley For For Management 7 Elect Director Thomas W. Jones For For Management 8 Elect Director George Munoz For For Management 9 Elect Director Nabil Y. Sakkab For For Management 10 Elect Director Michael E. Szymanczyk For For Management 11 Approve Omnibus Stock Plan For For Management 12 Ratify Auditors For For Management 13 Report on Effect of Marketing Practices Against Against Shareholder on the Poor 14 Adopt Human Rights Protocols for Against Against Shareholder Company and Suppliers - -------------------------------------------------------------------------------- AT&T INC. Ticker: T Security ID: 00206R102 Meeting Date: APR 30, 2010 Meeting Type: Annual Record Date: MAR 2, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Randall L. Stephenson For For Management 2 Elect Director Gilbert F. Amelio For For Management 3 Elect Director Reuben V. Anderson For For Management 4 Elect Director James H. Blanchard For For Management 5 Elect Director Jaime Chico Pardo For For Management 6 Elect Director James P. Kelly For For Management 7 Elect Director Jon C. Madonna For For Management 8 Elect Director Lynn M. Martin For For Management 9 Elect Director John B. McCoy For For Management 10 Elect Director Joyce M. Roche For For Management 11 Elect Director Laura D Andrea Tyson For For Management 12 Elect Director Patricia P. Upton For For Management 13 Ratify Auditors For For Management 14 Provide for Cumulative Voting Against Against Shareholder 15 Exclude Pension Credits from Against For Shareholder Calculations of Performance-Based Pay 16 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 17 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder Special Meetings - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: FEB 23, 2010 Meeting Type: Special Record Date: JAN 7, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Ticker: BAC Security ID: 060505104 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: MAR 3, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Susan S. Bies For For Management 2 Elect Director William P. Boardman For For Management 3 Elect Director Frank P. Bramble, Sr. For For Management 4 Elect Director Virgis W. Colbert For For Management 5 Elect Director Charles K. Gifford For For Management 6 Elect Director Charles O. Holliday, Jr. For For Management 7 Elect Director D. Paul Jones, Jr. For For Management 8 Elect Director Monica C. Lozano For For Management 9 Elect Director Thomas J. May For For Management 10 Elect Director Brian T. Moynihan For For Management 11 Elect Director Donald E. Powell For For Management 12 Elect Director Charles O. Rossotti For Against Management 13 Elect Director Robert W. Scully For For Management 14 Ratify Auditors For For Management 15 Increase Authorized Common Stock For For Management 16 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 17 Amend Omnibus Stock Plan For For Management 18 Report on Government Service of Against Against Shareholder Employees 19 TARP Related Compensation Against Against Shareholder 20 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 21 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 22 Adopt Policy on Succession Planning Against For Shareholder 23 Report on Collateral in Derivatives Against Against Shareholder Trading 24 Claw-back of Payments under Against For Shareholder Restatements - -------------------------------------------------------------------------------- BANK OF NEW YORK MELLON CORPORATION, THE Ticker: BK Security ID: 064058100 Meeting Date: APR 13, 2010 Meeting Type: Annual Record Date: FEB 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ruth E. Bruch For For Management 1.2 Elect Director Nicholas M. Donofrio For For Management 1.3 Elect Director Gerald L. Hassell For For Management 1.4 Elect Director Edmund F. Kelly For For Management 1.5 Elect Director Robert P. Kelly For For Management 1.6 Elect Director Richard J. Kogan For For Management 1.7 Elect Director Michael J. Kowalski For For Management 1.8 Elect Director John A. Luke, Jr. For For Management 1.9 Elect Director Robert Mehrabian For For Management 1.10 Elect Director Mark A. Nordenberg For For Management 1.11 Elect Director Catherine A. Rein For For Management 1.12 Elect Director William C. Richardson For For Management 1.13 Elect Director Samuel C. Scott III For For Management 1.14 Elect Director John P. Surma For For Management 1.15 Elect Director Wesley W. von Schack For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Ratify Auditors For For Management 4 Provide for Cumulative Voting Against Against Shareholder 5 Stock Retention/Holding Period Against For Shareholder 6 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote - -------------------------------------------------------------------------------- BERKSHIRE HATHAWAY INC. Ticker: BRK.A Security ID: 084670207 Meeting Date: JAN 20, 2010 Meeting Type: Special Record Date: NOV 30, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Stock Split For For Management 2 Approve Split of Class B Stock Without For For Management Splitting Class A Stock 3 Adjust Par Value of Common Stock For For Management 4 Increase Authorized Common Stock For For Management 5 Remove Requirement of Issuing Physical For For Management Stock Certificates for Class B Stock Upon Conversion of Class A Stock - -------------------------------------------------------------------------------- BERKSHIRE HATHAWAY INC. Ticker: BRK.B Security ID: 084670702 Meeting Date: MAY 1, 2010 Meeting Type: Annual Record Date: MAR 3, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Warren E. Buffett For For Management 1.2 Elect Director Charles T. Munger For For Management 1.3 Elect Director Howard G. Buffett For For Management 1.4 Elect director Stephen Burke For For Management 1.5 Elect Director Susan L. Decker For For Management 1.6 Elect Director William H. Gates III For For Management 1.7 Elect Director David S. Gottesman For For Management 1.8 Elect Director Charlotte Guyman For For Management 1.9 Elect Director Donald R. Keough For For Management 1.10 Elect Director Thomas S. Murphy For For Management 1.11 Elect Director Ronald L. Olson For For Management 1.12 Elect Director Walter Scott, Jr. For For Management - -------------------------------------------------------------------------------- BOSTON SCIENTIFIC CORP. Ticker: BSX Security ID: 101137107 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: MAR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Abele For Withhold Management 1.2 Elect Director Katharine T. Bartlett For For Management 1.3 Elect Director Bruce L. Byrnes For For Management 1.4 Elect Director Nelda J. Connors For For Management 1.5 Elect Director J. Raymond Elliott For For Management 1.6 Elect Director Marye Anne Fox For Withhold Management 1.7 Elect Director Ray J. Groves For Withhold Management 1.8 Elect Director Ernest Mario For For Management 1.9 Elect Director N.J. Nicholas, Jr. For Withhold Management 1.10 Elect Director Pete M. Nicholas For Withhold Management 1.11 Elect Director Uwe E. Reinhardt For For Management 1.12 Elect Director John E. Sununu For For Management 2 Ratify Auditors For For Management 3 Other Business For Against Management - -------------------------------------------------------------------------------- BP PLC Ticker: BP. Security ID: 055622104 Meeting Date: APR 15, 2010 Meeting Type: Annual Record Date: FEB 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 To Receive The Directors Annual Report For For Management And Accounts 2 To Approve The Directors Remuneration For For Management Report 3 To Elect P Anderson As A Director For For Management 4 To Re-elect A Burgmans As A Director For For Management 5 To Re-elect C B Carroll As A Director For For Management 6 To Re-elect William Castell As A For For Management Director 7 To Re-elect I C Conn As A Director For For Management 8 To Re-elect G David As A Director For Against Management 9 To Elect I E L Davis As A Director For For Management 10 To Re-elect R Dudley As A Director For For Management 11 To Re-elect D J Flint As A Director For For Management 12 To Re-elect B E Grote As A Director For For Management 13 To Re-elect A B Hayward As A Director For For Management 14 To Re-elect A G Inglis As A Director For For Management 15 To Re-elect D S Julius As A Director For For Management 16 To Elect C-H Svanberg As A Director For For Management 17 To Reappoint Ernst & Young Llp As For For Management Auditors And Authorize The board To Fix Their Remuneration 18 To Adopt New Articles Of Association For For Management 19 To Give Limited Authority For The For For Management Purchaseof Its Own Shares By The Company 20 To Give Limited Authority To Allot For For Management Shares Up To A Specified amount 21 To Give Authority To Allot A Limited For For Management Number of Shares For Cash Free Of Pre-emption Rights 22 To Authorize The Calling Of General For For Management Meetings(excluding Annual General Meetings) By Notice Of At Least 14 clear Days 23 To Approve The Renewal Of The Executive For For Management Directors Incentive Plan 24 To Approve The Scrip Dividend Programme For For Management 25 Special Resolution: To Instruct A Against Against Shareholder Committee Of The Board To Review The Assumptions Behind The Sunrise Project - -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB COMPANY Ticker: BMY Security ID: 110122108 Meeting Date: MAY 4, 2010 Meeting Type: Annual Record Date: MAR 11, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lamberto Andreotti For For Management 2 Elect Director Lewis B. Campbell For For Management 3 Elect Director James M. Cornelius For For Management 4 Elect Director Louis J. Freeh For For Management 5 Elect Director Laurie H. Glimcher, M.D For For Management 6 Elect Director Michael Grobstein For For Management 7 Elect Director Leif Johansson For For Management 8 Elect Director Alan J. Lacy For For Management 9 Elect Director Vicki L. Sato, Ph.D. For For Management 10 Elect Director Togo D. West, Jr. For For Management 11 Elect Director R. Sanders Williams, For For Management M.D. 12 Ratify Auditors For For Management 13 Provide Right to Call Special Meeting For For Management 14 Reduce Supermajority Vote Requirements For For Management Applicable to Common Stock 15 Reduce Supermajority Vote Requirement For For Management Applicable to Preferred Stock 16 Increase Disclosure of Executive Against Against Shareholder Compensation 17 Provide Right to Act by Written Consent Against For Shareholder 18 Report and Set Goals Related to Animal Against Against Shareholder Use and Testing - -------------------------------------------------------------------------------- CARDINAL HEALTH, INC. Ticker: CAH Security ID: 14149Y108 Meeting Date: NOV 4, 2009 Meeting Type: Annual Record Date: SEP 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Colleen F. Arnold For For Management 1.2 Elect Director George S. Barrett For For Management 1.3 Elect Director Glenn A. Britt For For Management 1.4 Elect Director Calvin Darden For Against Management 1.5 Elect Director Bruce L. Downey For For Management 1.6 Elect Director John F. Finn For For Management 1.7 Elect Director Gregory B. Kenny For Against Management 1.8 Elect Director Richard C. Notebaert For Against Management 1.9 Elect Director David W. Raisbeck For For Management 1.10 Elect Director Jean G. Spaulding For Against Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Performance-Based Equity Awards Against Against Shareholder 5 Require Independent Board Chairman Against Against Shareholder - -------------------------------------------------------------------------------- CHEVRON CORPORATION Ticker: CVX Security ID: 166764100 Meeting Date: MAY 26, 2010 Meeting Type: Annual Record Date: APR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director S.H. Armacost For For Management 2 Elect Director L.F. Deily For For Management 3 Elect Director R.E. Denham For For Management 4 Elect Director R.J. Eaton For For Management 5 Elect Director C. Hagel For For Management 6 Elect Director E. Hernandez For For Management 7 Elect Director F.G. Jenifer For For Management 8 Elect Director G.L. Kirkland For For Management 9 Elect Director S. Nunn For For Management 10 Elect Director D.B. Rice For For Management 11 Elect Director K.W. Sharer For For Management 12 Elect Director C.R. Shoemate For For Management 13 Elect Director J.G. Stumpf For For Management 14 Elect Director R.D. Sugar For For Management 15 Elect Director C. Ware For For Management 16 Elect Director J.S. Watson For For Management 17 Ratify Auditors For For Management 18 Provide Right to Call Special Meeting For For Management 19 Request Director Nominee with Against Abstain Shareholder Environmental Qualifications 20 Stock Retention/Holding Period Against Against Shareholder 21 Disclose Payments To Host Governments Against Against Shareholder 22 Adopt Guidelines for Country Selection Against Against Shareholder 23 Report on Financial Risks From Climate Against Against Shareholder Change 24 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights - -------------------------------------------------------------------------------- CHUBB CORPORATION, THE Ticker: CB Security ID: 171232101 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Zoe Baird For For Management 2 Elect Director Sheila P. Burke For For Management 3 Elect Director James I. Cash, Jr. For For Management 4 Elect Director John D. Finnegan For For Management 5 Elect Director Martin G. Mcguinn For For Management 6 Elect Director Lawrence M. Small For For Management 7 Elect Director Jess Soderberg For For Management 8 Elect Director Daniel E. Somers For For Management 9 Elect Director Karen Hastie Williams For For Management 10 Elect Director James M. Zimmerman For For Management 11 Elect Director Alfred W. Zollar For For Management 12 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 12, 2009 Meeting Type: Annual Record Date: SEP 14, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carol A. Bartz For For Management 2 Elect Director M. Michele Burns For For Management 3 Elect Director Michael D. Capellas For For Management 4 Elect Director Larry R. Carter For For Management 5 Elect Director John T. Chambers For For Management 6 Elect Director Brian L. Halla For For Management 7 Elect Director John L. Hennessy For For Management 8 Elect Director Richard M. Kovacevich For For Management 9 Elect Director Roderick C. McGeary For For Management 10 Elect Director Michael K. Powell For For Management 11 Elect Director Arun Sarin For For Management 12 Elect Director Steven M. West For For Management 13 Elect Director Jerry Yang For For Management 14 Amend Omnibus Stock Plan For For Management 15 Amend Qualified Employee Stock Purchase For For Management Plan 16 Ratify Auditors For For Management 17 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights 18 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 19 Report on Internet Fragmentation Against Against Shareholder - -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967101 Meeting Date: APR 20, 2010 Meeting Type: Annual Record Date: FEB 25, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Alain J.P. Belda For Against Management 2 Elect Director Timothy C. Collins For For Management 3 Elect Director Jerry A. Grundhofer For For Management 4 Elect Director Robert L. Joss For For Management 5 Elect Director Andrew N. Liveris For For Management 6 Elect Director Michael E. O'Neill For For Management 7 Elect Director Vikram S. Pandit For For Management 8 Elect Director Richard D. Parsons For For Management 9 Elect Director Lawrence R. Ricciardi For For Management 10 Elect Director Judith Rodin For For Management 11 Elect Director Robert L. Ryan For Against Management 12 Elect Director Anthony M. Santomero For For Management 13 Elect Director Diana L. Taylor For For Management 14 Elect Director William S. Thompson, Jr. For For Management 15 Elect Director Ernesto Zedillo For For Management 16 Ratify Auditors For For Management 17 Amend Omnibus Stock Plan For For Management 18 Amend Omnibus Stock Plan For For Management 19 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 20 Amend NOL Rights Plan (NOL Pill) For For Management 21 Approve Reverse Stock Split For For Management 22 Affirm Political Non-Partisanship Against Against Shareholder 23 Report on Political Contributions Against For Shareholder 24 Report on Collateral in Derivatives Against Against Shareholder Trading 25 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 26 Stock Retention/Holding Period Against For Shareholder 27 Reimburse Expenses Incurred by Against Abstain Shareholder Stockholder in Contested Election of Directors - -------------------------------------------------------------------------------- COCA-COLA COMPANY, THE Ticker: KO Security ID: 191216100 Meeting Date: APR 21, 2010 Meeting Type: Annual Record Date: FEB 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Herbert A. Allen For For Management 2 Elect Director Ronald W. Allen For For Management 3 Elect Director Cathleen P. Black For Against Management 4 Elect Director Barry Diller For For Management 5 Elect Director Alexis M. Herman For For Management 6 Elect Director Muhtar Kent For For Management 7 Elect Director Donald R. Keough For For Management 8 Elect Director Maria Elena Lagomasino For For Management 9 Elect Director Donald F. McHenry For For Management 10 Elect Director Sam Nunn For For Management 11 Elect Director James D. Robinson III For Against Management 12 Elect Director Peter V. Ueberroth For For Management 13 Elect Director Jacob Wallenberg For For Management 14 Elect Director James B. Williams For Against Management 15 Ratify Auditors For For Management 16 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 17 Require Independent Board Chairman Against For Shareholder 18 Performance-Based Equity Awards Against Against Shareholder 19 Publish Report on Chemical Bisphenol A Against Against Shareholder (BPA) - -------------------------------------------------------------------------------- COGNEX CORPORATION Ticker: CGNX Security ID: 192422103 Meeting Date: APR 22, 2010 Meeting Type: Special Record Date: FEB 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Shillman For Withhold Management 1.2 Elect Director Anthony Sun For Withhold Management - -------------------------------------------------------------------------------- COMCAST CORPORATION Ticker: CMCSA Security ID: 20030N101 Meeting Date: MAY 20, 2010 Meeting Type: Annual Record Date: MAR 11, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S. Decker Anstrom For For Management 1.2 Elect Director Kenneth J. Bacon For For Management 1.3 Elect Director Sheldon M. Bonovitz For For Management 1.4 Elect Director Edward D. Breen For For Management 1.5 Elect Director Julian A. Brodsky For For Management 1.6 Elect Director Joseph J. Collins For For Management 1.7 Elect Director J. Michael Cook For For Management 1.8 Elect Director Gerald L. Hassell For For Management 1.9 Elect Director Jeffrey A. Honickman For For Management 1.10 Elect Director Brian L. Roberts For For Management 1.11 Elect Director Ralph J. Roberts For For Management 1.12 Elect Director Judith Rodin For Withhold Management 1.13 Elect Director Michael I. Sovern For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Provide for Cumulative Voting Against Against Shareholder 5 Adopt Policy on Succession Planning Against Against Shareholder 6 Require Independent Board Chairman Against For Shareholder - -------------------------------------------------------------------------------- COMPUTER SCIENCES CORPORATION Ticker: CSC Security ID: 205363104 Meeting Date: AUG 3, 2009 Meeting Type: Annual Record Date: JUN 8, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Irving W. Bailey, II For For Management 1.2 Elect Director David J. Barram For For Management 1.3 Elect Director Stephen L. Baum For For Management 1.4 Elect Director Rodney F. Chase For For Management 1.5 Elect Director Judith R. Haberkorn For For Management 1.6 Elect Director Michael W. Laphen For For Management 1.7 Elect Director F. Warren McFarlan For For Management 1.8 Elect Director Chong Sup Park For For Management 1.9 Elect Director Thomas H. Patrick For For Management 2 Ratify Auditors For Against Management - -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard L. Armitage For For Management 1.2 Elect Director Richard H. Auchinleck For For Management 1.3 Elect Director James E. Copeland, Jr. For For Management 1.4 Elect Director Kenneth M. Duberstein For Against Management 1.5 Elect Director Ruth R. Harkin For For Management 1.6 Elect Director Harold W. Mcgraw III For For Management 1.7 Elect Director James J. Mulva For For Management 1.8 Elect Director Robert A. Niblock For For Management 1.9 Elect Director Harald J. Norvik For For Management 1.10 Elect Director William K. Reilly For For Management 1.11 Elect Director Bobby S. Shackouls For For Management 1.12 Elect Director Victoria J. Tschinkel For For Management 1.13 Elect Director Kathryn C. Turner For For Management 1.14 Elect Director William E. Wade, Jr. For For Management 2 Ratify Auditors For For Management 3 Report on Board Risk Management Against Against Shareholder Oversight 4 Adopt Quantitative GHG Goals for Against Against Shareholder Products and Operations 5 Report on Environmental Impact of Oil Against For Shareholder Sands Operations in Canada 6 Adopt Policy to Address Coastal Against Against Shareholder Louisiana Environmental Impacts 7 Report on Financial Risks of Climate Against Against Shareholder Change 8 Adopt Goals to Reduce Emission of TRI Against Against Shareholder Chemicals 9 Amend EEO Policy to Prohibit Against For Shareholder Discrimination Based on Sexual Orientation and Gender Identity 10 Report on Political Contributions Against For Shareholder - -------------------------------------------------------------------------------- CVS CAREMARK CORPORATION Ticker: CVS Security ID: 126650100 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Edwin M. Banks For For Management 2 Elect Director C. David Brown II For For Management 3 Elect Director David W. Dorman For For Management 4 Elect Director Kristen Gibney Williams For For Management 5 Elect Director Marian L. Heard For For Management 6 Elect Director William H. Joyce For For Management 7 Elect Director Jean-Pierre Millon For For Management 8 Elect Director Terrence Murray For For Management 9 Elect Director C.A. Lance Piccolo For For Management 10 Elect Director Sheli Z. Rosenberg For For Management 11 Elect Director Thomas M. Ryan For For Management 12 Elect Director Richard J. Swift For For Management 13 Ratify Auditors For For Management 14 Approve Omnibus Stock Plan For For Management 15 Provide Right to Call Special Meeting For For Management 16 Report on Political Contributions Against For Shareholder 17 Adopt Global Warming Principles Against Against Shareholder - -------------------------------------------------------------------------------- DELL INC. Ticker: DELL Security ID: 24702R101 Meeting Date: JUL 17, 2009 Meeting Type: Annual Record Date: MAY 22, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James W. Breyer For For Management 1.2 Elect Director Donald J. Carty For For Management 1.3 Elect Director Michael S. Dell For For Management 1.4 Elect Director William H. Gray, III For For Management 1.5 Elect Director Sallie L. Krawcheck For For Management 1.6 Elect Director Judy C. Lewent For For Management 1.7 Elect Director Thomas W. Luce, III For Withhold Management 1.8 Elect Director Klaus S. Luft For For Management 1.9 Elect Director Alex J. Mandl For For Management 1.10 Elect Director Sam Nunn For For Management 2 Ratify Auditors For For Management 3 Reimburse Proxy Contest Expenses Against For Shareholder 4 Reduce Supermajority Vote Requirement Against For Shareholder - -------------------------------------------------------------------------------- E. I. DU PONT DE NEMOURS AND COMPANY Ticker: DD Security ID: 263534109 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: MAR 3, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Samuel W. Bodman For For Management 2 Elect Director Richard H. Brown For For Management 3 Elect Director Robert A. Brown For For Management 4 Elect Director Bertrand P. Collomb For For Management 5 Elect Director Curtis J. Crawford For For Management 6 Elect Director Alexander M. Cutler For For Management 7 Elect Director John T. Dillon For For Management 8 Elect Director Eleuthere I. Du Pont For For Management 9 Elect Director Marillyn A. Hewson For For Management 10 Elect Director Lois D. Juliber For For Management 11 Elect Director Ellen J. Kullman For For Management 12 Elect Director William K. Reilly For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 15 Amend Human Rights Policy to Address Against Against Shareholder Seed Saving - -------------------------------------------------------------------------------- EBAY INC. Ticker: EBAY Security ID: 278642103 Meeting Date: APR 29, 2010 Meeting Type: Annual Record Date: MAR 4, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director David M. Moffett For For Management 2 Elect Director Richard T. Schlosberg, For For Management III 3 Elect Director Thomas J. Tierney For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Amend Omnibus Stock Plan For For Management 6 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ELI LILLY AND COMPANY Ticker: LLY Security ID: 532457108 Meeting Date: APR 19, 2010 Meeting Type: Annual Record Date: FEB 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director R. Alvarez For For Management 2 Elect Director W. Bischoff For For Management 3 Elect Director R.D. Hoover For For Management 4 Elect Director F.G. Prendergast For For Management 5 Elect Director K.P. Seifert For For Management 6 Ratify Auditors For For Management 7 Declassify the Board of Directors For For Management 8 Reduce Supermajority Vote Requirement For For Management 9 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 10 Prohibit CEOs from Serving on Against Against Shareholder Compensation Committee 11 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 12 Stock Retention/Holding Period Against For Shareholder - -------------------------------------------------------------------------------- EMERSON ELECTRIC CO. Ticker: EMR Security ID: 291011104 Meeting Date: FEB 2, 2010 Meeting Type: Annual Record Date: NOV 24, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. A. H. Boersig For For Management 1.2 Elect Director C. Fernandez G. For For Management 1.3 Elect Director W. J. Galvin For For Management 1.4 Elect Director R. L. Stephenson For For Management 1.5 Elect Director V. R. Loucks, Jr. For Withhold Management 1.6 Elect Director R. L. Ridgway For Withhold Management 2 Amend Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FLEXTRONICS INTERNATIONAL LTD. Ticker: FLEX Security ID: Y2573F102 Meeting Date: JUL 13, 2009 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Exisiting Equity Incentive Plans For For Management - -------------------------------------------------------------------------------- FLEXTRONICS INTERNATIONAL LTD. Ticker: FLEX Security ID: Y2573F102 Meeting Date: SEP 22, 2009 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Re-election Of Director: James A. For Against Management Davidson 2 Re-election Of Director: Lip Bu Tan For For Management 3 Re-election Of Director: Robert L. For For Management Edwards 4 Re-election Of Director: Daniel H. For For Management Schulman 5 Re-election Of Director: William D. For For Management Watkins 6 Approve The Reappointment Of Deloitte & For For Management Touche Llp As Flextronics' Independent Auditors For The 2010 Fiscal Year Andto Authorize The Board Of Directors To Fix Its Remuneration. 7 Approve The General Authorization For For For Management The Directors Offlextronics To Allot And Issue Ordinary Shares. 8 Approve The Renewal Of The Share For For Management Purchase Mandate Relating To Acquisitions By Flextronics Of Its Own Issued Ordinary Shares. 9 Approve Changes In The Cash For For Management Compensation Payable To Flextronics' Non-employee Directors And Additional Cash Compensation For The Chairman Of The Board Of Directors. - -------------------------------------------------------------------------------- GENERAL ELECTRIC COMPANY Ticker: GE Security ID: 369604103 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director W. Geoffrey Beattie For For Management 2 Elect Director James I. Cash, Jr. For For Management 3 Elect Director William M. Castell For For Management 4 Elect Director Ann M. Fudge For For Management 5 Elect Director Susan Hockfield For For Management 6 Elect Director Jeffrey R. Immelt For For Management 7 Elect Director Andrea Jung For For Management 8 Elect Director Alan G. (A.G.) Lafley For For Management 9 Elect Director Robert W. Lane For For Management 10 Elect Director Ralph S. Larsen For For Management 11 Elect Director Rochelle B. Lazarus For For Management 12 Elect Director James J. Mulva For For Management 13 Elect Director Sam Nunn For For Management 14 Elect Director Roger S. Penske For For Management 15 Elect Director Robert J. Swieringa For For Management 16 Elect Director Douglas A. Warner III For For Management 17 Ratify Auditors For For Management 18 Provide for Cumulative Voting Against Against Shareholder 19 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 20 Require Independent Board Chairman Against For Shareholder 21 Report on Pay Disparity Against Against Shareholder 22 Adopt Policy Prohibiting Certain Against Against Shareholder Directors from Serving on Key Board Committees 23 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC Ticker: GSK Security ID: 37733W105 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: MAR 9, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 To Receive And Adopt The Directors For For Management Report And The Financialstatements 2 To Approve The Remuneration Report For For Management 3 To Re-elect Dr Stephanie Burns As A For For Management Director 4 To Re-elect Mr Julian Heslop As A For For Management Director 5 To Re-elect Sir Deryck Maughan As A For For Management Director 6 To Re-elect Dr Daniel Podolsky As A For For Management Director 7 To Re-elect Sir Robert Wilson As A For For Management Director 8 Re-appointment Of Auditors For For Management 9 Remuneration Of Auditors For For Management 10 To Authorise The Company And Its For For Management Subsidiaries To Make Donations to Political Organisations And Incur Political Expenditure 11 Authority To Allot Shares For For Management 12 Disapplication Of Pre-emption Rights For For Management 13 Authority For The Company To Purchase For For Management Its Own Shares 14 Exemption From Statement Of Senior For For Management Statutory Auditor's Name 15 Reduced Notice Of A General Meeting For For Management Other Than An Agm 16 Adopt New Articles Of Association For For Management - -------------------------------------------------------------------------------- GOLDMAN SACHS GROUP, INC., THE Ticker: GS Security ID: 38141G104 Meeting Date: MAY 7, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lloyd C. Blankfein For For Management 1.2 Elect Director John H. Bryan For For Management 1.3 Elect Director Gary D. Cohn For For Management 1.4 Elect Director Claes Dahlback For For Management 1.5 Elect Director Stephen Friedman For For Management 1.6 Elect Director William W. George For For Management 1.7 Elect Director James A. Johnson For For Management 1.8 Elect Director Lois D. Juliber For For Management 1.9 Elect Director Lakshmi N. Mittal For For Management 1.10 Elect Director James J. Schiro For For Management 1.11 Elect Director H. Lee Scott, Jr. For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Reduce Supermajority Vote Requirement For For Management 5 Provide Right to Call Special Meeting For For Management 6 Provide for Cumulative Voting Against Against Shareholder 7 Report on Collateral in Derivatives Against Against Shareholder Trading 8 Require Independent Board Chairman Against For Shareholder 9 Report on Political Contributions Against For Shareholder 10 Report on Global Warming Science Against Against Shareholder 11 Report on Pay Disparity Against Against Shareholder 12 Stock Retention/Holding Period Against Against Shareholder - -------------------------------------------------------------------------------- HALLIBURTON COMPANY Ticker: HAL Security ID: 406216101 Meeting Date: MAY 19, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director A.M. Bennett For For Management 2 Elect Director J.R. Boyd For For Management 3 Elect Director M. Carroll For For Management 4 Elect Director N.K. Dicciani For For Management 5 Elect Director S.M. Gillis For For Management 6 Elect Director J.T. Hackett For For Management 7 Elect Director D.J. Lesar For For Management 8 Elect Director R.A. Malone For For Management 9 Elect Director J.L. Martin For For Management 10 Elect Director D.L. Reed For For Management 11 Ratify Auditors For For Management 12 Review and Assess Human Rights Policies Against Against Shareholder 13 Report on Political Contributions Against For Shareholder 14 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 15 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings - -------------------------------------------------------------------------------- HEWLETT-PACKARD COMPANY Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 17, 2010 Meeting Type: Annual Record Date: JAN 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marc L. Andreessen For For Management 1.2 Elect Director Lawrence T. Babbio, Jr. For For Management 1.3 Elect Director Sari M. Baldauf For For Management 1.4 Elect Director Rajiv L. Gupta For For Management 1.5 Elect Director John H. Hammergren For For Management 1.6 Elect Director Mark V. Hurd For For Management 1.7 Elect Director Joel Z. Hyatt For For Management 1.8 Elect Director John R. Joyce For For Management 1.9 Elect Director Robert L. Ryan For Abstain Management 1.10 Elect Director Lucille S. Salhany For For Management 1.11 Elect Director G. Kennedy Thompson For Against Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Company Request on Advisory Vote on For For Management Executive Compensation - -------------------------------------------------------------------------------- HOME DEPOT, INC., THE Ticker: HD Security ID: 437076102 Meeting Date: MAY 20, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director F. Duane Ackerman For For Management 2 Elect Director David H. Batchelder For For Management 3 Elect Director Francis S. Blake For For Management 4 Elect Director Ari Bousbib For For Management 5 Elect Director Gregory D. Brenneman For For Management 6 Elect Director Albert P. Carey For For Management 7 Elect Director Armando Codina For For Management 8 Elect Director Bonnie G. Hill For For Management 9 Elect Director Karen L. Katen For For Management 10 Ratify Auditors For For Management 11 Amend Omnibus Stock Plan For For Management 12 Provide for Cumulative Voting Against Against Shareholder 13 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 14 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 15 Provide Right to Act by Written Consent Against Abstain Shareholder 16 Require Independent Board Chairman Against For Shareholder 17 Prepare Employment Diversity Report Against Against Shareholder 18 Reincorporate in Another State [from Against Against Shareholder Delaware to North Dakota] - -------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL INC. Ticker: HON Security ID: 438516106 Meeting Date: APR 26, 2010 Meeting Type: Annual Record Date: FEB 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Gordon M. Bethune For For Management 2 Elect Director Kevin Burke For For Management 3 Elect Director Jaime Chico Pardo For For Management 4 Elect Director David M. Cote For For Management 5 Elect Director D. Scott Davis For For Management 6 Elect Director Linnet F. Deily For For Management 7 Elect Director Clive R. Hollick For For Management 8 Elect Director George Paz For For Management 9 Elect Director Bradley T. Sheares For For Management 10 Elect Director Michael W. Wright For For Management 11 Ratify Auditors For For Management 12 Provide Right to Call Special Meeting For For Management 13 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 14 Provide Right to Act by Written Consent Against For Shareholder 15 Require Independent Board Chairman Against For Shareholder 16 Review and Amend Code of Conduct to Against Against Shareholder Include Human Rights - -------------------------------------------------------------------------------- INTEL CORPORATION Ticker: INTC Security ID: 458140100 Meeting Date: MAY 19, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Charlene Barshefsky For For Management 2 Elect Director Susan L. Decker For For Management 3 Elect Director John J. Donahoe For For Management 4 Elect Director Reed E. Hundt For For Management 5 Elect Director Paul S. Otellini For For Management 6 Elect Director James D. Plummer For For Management 7 Elect Director David S. Pottruck For For Management 8 Elect Director Jane E. Shaw For For Management 9 Elect Director Frank D. Yeary For For Management 10 Elect Director David B. Yoffie For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation - -------------------------------------------------------------------------------- INTERNATIONAL PAPER COMPANY Ticker: IP Security ID: 460146103 Meeting Date: MAY 10, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Directors David J. Bronczek For For Management 1.2 Elect Directors Lynn Laverty Elsenhans For For Management 1.3 Elect Directors John V. Faraci For For Management 1.4 Elect Directors Stacey J. Mobley For For Management 1.5 Elect Directors John L. Townsend, III For For Management 1.6 Elect Directors William G. Walter For For Management 1.7 Elect Directors J. Steven Whisler For For Management 2 Ratify Auditors For For Management 3 Provide Right to Call Special Meeting For For Management - -------------------------------------------------------------------------------- J. C. PENNEY COMPANY, INC. Ticker: JCP Security ID: 708160106 Meeting Date: MAY 21, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Colleen C. Barrett For For Management 2 Elect Director M. Anthony Burns For Against Management 3 Elect Director Maxine K. Clark For For Management 4 Elect Director Thomas J. Engibous For For Management 5 Elect Director Kent B. Foster For For Management 6 Elect Director G.B. Laybourne For For Management 7 Elect Director Burl Osborne For Against Management 8 Elect Director Leonard H. Roberts For For Management 9 Elect Director Javier G. Teruel For For Management 10 Elect Director R. Gerald Turner For For Management 11 Elect Director Myron E. Ullman, III For For Management 12 Elect Director Mary Beth West For For Management 13 Ratify Auditors For For Management - -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 18, 2010 Meeting Type: Annual Record Date: MAR 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Crandall C. Bowles For For Management 1.2 Elect Director Stephen B. Burke For For Management 1.3 Elect Director David M. Cote For For Management 1.4 Elect Director James S. Crown For For Management 1.5 Elect Director James Dimon For For Management 1.6 Elect Director Ellen V. Futter For Against Management 1.7 Elect Director William H. Gray, III For For Management 1.8 Elect Director Laban P. Jackson, Jr. For For Management 1.9 Elect Director David C. Novak For For Management 1.10 Elect Director Lee R. Raymond For For Management 1.11 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Affirm Political Non-Partisanship Against Against Shareholder 5 Amend Bylaws-- Call Special Meetings Against For Shareholder 6 Report on Collateral in Derivatives Against Against Shareholder Trading 7 Provide Right to Act by Written Consent Against Abstain Shareholder 8 Require Independent Board Chairman Against For Shareholder 9 Report on Pay Disparity Against Against Shareholder 10 Stock Retention/Holding Period Against Against Shareholder - -------------------------------------------------------------------------------- KLA-TENCOR CORP. Ticker: KLAC Security ID: 482480100 Meeting Date: NOV 4, 2009 Meeting Type: Annual Record Date: SEP 15, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert P. Akins For For Management 1.2 Elect Director Robert T. Bond For For Management 1.3 Elect Director Kiran M. Patel For For Management 1.4 Elect Director David C. Wang For For Management 2 Amend Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- KRAFT FOODS INC Ticker: KFT Security ID: 50075N104 Meeting Date: MAY 18, 2010 Meeting Type: Annual Record Date: MAR 11, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Ajaypal S. Banga For For Management 2 Elect Director Myra M. Hart For For Management 3 Elect Director Lois D. Juliber For For Management 4 Elect Director Mark D. Ketchum For For Management 5 Elect Director Richard A. Lerner For For Management 6 Elect Director Mackey J. McDonald For For Management 7 Elect Director John C. Pope For For Management 8 Elect Director Fredric G. Reynolds For For Management 9 Elect Director Irene B. Rosenfeld For For Management 10 Elect Director J.F. Van Boxmeer For For Management 11 Elect Director Deborah C. Wright For For Management 12 Elect Director Frank G. Zarb For For Management 13 Ratify Auditors For For Management 14 Provide Right to Act by Written Consent Against Against Shareholder - -------------------------------------------------------------------------------- LIBERTY MEDIA CORPORATION Ticker: LINTA Security ID: 53071M500 Meeting Date: NOV 19, 2009 Meeting Type: Special Record Date: OCT 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Redemption Proposal For For Management 2.1 Approve Spin-Off Agreement For For Management 2.2 Approve Merger Agreement For For Management 2.3 Approve Contribution Proposal For For Management 3 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- LOWE'S COMPANIES, INC. Ticker: LOW Security ID: 548661107 Meeting Date: MAY 28, 2010 Meeting Type: Annual Record Date: MAR 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David W. Bernauer For For Management 1.2 Elect Director Leonard L. Berry For For Management 1.3 Elect Director Dawn E. Hudson For For Management 1.4 Elect Director Robert A. Niblock For For Management 2 Ratify Auditors For For Management 3 Provide Right to Call Special Meeting For For Management 4 Report on Political Contributions Against For Shareholder 5 Require Independent Board Chairman Against For Shareholder - -------------------------------------------------------------------------------- MACY'S, INC. Ticker: M Security ID: 55616P104 Meeting Date: MAY 14, 2010 Meeting Type: Annual Record Date: MAR 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen F. Bollenbach For For Management 1.2 Elect Director Deirdre P. Connelly For For Management 1.3 Elect Director Meyer Feldberg For For Management 1.4 Elect Director Sara Levinson For For Management 1.5 Elect Director Terry J. Lundgren For For Management 1.6 Elect Director Joseph Neubauer For For Management 1.7 Elect Director Joseph A. Pichler For For Management 1.8 Elect Director Joyce M. Roche For For Management 1.9 Elect Director Craig E. Weatherup For For Management 1.10 Elect Director Marna C. Whittington For For Management 2 Ratify Auditors For For Management 3 Amend Certificate of Incorporation to For For Management Reduce Supermajority Vote Requirements and Eliminate Certain Provisions 4 Require a Majority Vote for the Against For Shareholder Election of Directors - -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 58933Y105 Meeting Date: MAY 25, 2010 Meeting Type: Annual Record Date: MAR 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Leslie A. Brun For For Management 2 Elect Director Thomas R. Cech For For Management 3 Elect Director Richard T. Clark For For Management 4 Elect Director Thomas H. Glocer For For Management 5 Elect Director Steven F. Goldstone For For Management 6 Elect Director William B. Harrison, Jr. For For Management 7 Elect Director Harry R. Jacobson For For Management 8 Elect Director William N. Kelley For For Management 9 Elect Director C. Robert Kidder For For Management 10 Elect Director Rochelle B. Lazarus For For Management 11 Elect Director Carlos E. Represas For For Management 12 Elect Director Patricia F. Russo For For Management 13 Elect Director Thomas E. Shenk For For Management 14 Elect Director Anne M. Tatlock For For Management 15 Elect Director Craig B. Thompson For For Management 16 Elect Director Wendell P. Weeks For For Management 17 Elect Director Peter C. Wendell For For Management 18 Ratify Auditors For For Management 19 Approve Omnibus Stock Plan For For Management 20 Approve Non-Employee Director Omnibus For Against Management Stock Plan - -------------------------------------------------------------------------------- METLIFE, INC. Ticker: MET Security ID: 59156R108 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R. Glenn Hubbard, Ph.D For For Management 1.2 Elect Director Alfred F. Kelly, Jr. For For Management 1.3 Elect Director James M. Kilts For For Management 1.4 Elect Director David Satcher, M.D., For For Management Ph.D. 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder - -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 19, 2009 Meeting Type: Annual Record Date: SEP 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William H. Gates, III For For Management 2 Elect Director Steven A. Ballmer For For Management 3 Elect Director Dina Dublon For For Management 4 Elect Director Raymond V. Gilmartin For For Management 5 Elect Director Reed Hastings For For Management 6 Elect Director Maria Klawe For For Management 7 Elect Director David F. Marquardt For For Management 8 Elect Director Charles H. Noski For For Management 9 Elect Director Helmut Panke For For Management 10 Ratify Auditors For For Management 11 Permit Right to Call Special Meeting For For Management 12 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 13 Adopt Principles for Health Care Reform Against Against Shareholder 14 Report on Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- NEWS CORPORATION Ticker: NWSA Security ID: 65248E203 Meeting Date: OCT 16, 2009 Meeting Type: Annual Record Date: AUG 17, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jose Maria Aznar For For Management 1.2 Elect Director Natalie Bancroft For Abstain Management 1.3 Elect Director Peter L. Barnes For For Management 1.4 Elect Director Chase Carey For For Management 1.5 Elect Director Kenneth E. Cowley For For Management 1.6 Elect Director David F. DeVoe For For Management 1.7 Elect Director Viet Dinh For Abstain Management 1.8 Elect Director Sir Roderick I. For Abstain Management Eddington 1.9 Elect Director Mark Hurd For For Management 1.10 Elect Director Andrew S.B. Knight For Abstain Management 1.11 Elect Director James R. Murdoch For For Management 1.12 Elect Director K. Rupert Murdoch For For Management 1.13 Elect Director Lachlan K. Murdoch For For Management 1.14 Elect Director Thomas J. Perkins For Abstain Management 1.15 Elect Director Arthur M. Siskind For For Management 1.16 Elect Director John L. Thornton For Abstain Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 5, 2010 Meeting Type: Annual Record Date: MAR 5, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Shona L. Brown For For Management 2 Elect Director Ian M. Cook For For Management 3 Elect Director Dina Dublon For For Management 4 Elect Director Victor J. Dzau For For Management 5 Elect Director Ray L. Hunt For For Management 6 Elect Director Alberto Ibarguen For For Management 7 Elect Director Arthur C. Martinez For For Management 8 Elect Director Indra K. Nooyi For For Management 9 Elect Director Sharon P. Rockefeller For For Management 10 Elect Director James J. Schiro For For Management 11 Elect Director Lloyd G. Trotter For For Management 12 Elect Director Daniel Vasella For Against Management 13 Ratify Auditors For For Management 14 Amend Omnibus Stock Plan For For Management 15 Report on Charitable Contributions Against Against Shareholder 16 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 17 Report on Public Policy Advocacy Against Against Shareholder Process - -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 22, 2010 Meeting Type: Annual Record Date: FEB 23, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Dennis A. Ausiello For For Management 2 Elect Director Michael S. Brown For For Management 3 Elect Director M. Anthony Burns For Against Management 4 Elect Director Robert N. Burt For For Management 5 Elect Director W. Don Cornwell For For Management 6 Elect Director Frances D. Fergusson For For Management 7 Elect Director William H. Gray III For For Management 8 Elect Director Constance J. Horner For For Management 9 Elect Director James M. Kilts For For Management 10 Elect Director Jeffrey B. Kindler For For Management 11 Elect Director George A. Lorch For For Management 12 Elect Director John P. Mascotte For For Management 13 Elect Director Suzanne Nora Johnson For For Management 14 Elect Director Stephen W. Sanger For For Management 15 Elect Director William C. Steere, Jr. For Against Management 16 Ratify Auditors For For Management 17 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 18 Provide Right to Call Special Meeting For For Management 19 Prohibit Executive Stock-Based Awards Against Against Shareholder - -------------------------------------------------------------------------------- PHILIP MORRIS INTERNATIONAL INC. Ticker: PM Security ID: 718172109 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 16, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Harold Brown For For Management 2 Elect Director Mathis Cabiallavetta For For Management 3 Elect Director Louis C. Camilleri For For Management 4 Elect Director J. Dudley Fishburn For For Management 5 Elect Director Jennifer Li For For Management 6 Elect Director Graham Mackay For For Management 7 Elect Director Sergio Marchionne For For Management 8 Elect Director Lucio A. Noto For For Management 9 Elect Director Carlos Slim Helu For For Management 10 Elect Director Stephen M. Wolf For For Management 11 Ratify Auditors For For Management 12 Report on Effect of Marketing Practices Against Against Shareholder on the Poor 13 Establish Supplier Human Rights Against Against Shareholder Purchasing Protocols - -------------------------------------------------------------------------------- PNC FINANCIAL SERVICES GROUP, INC., THE Ticker: PNC Security ID: 693475105 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: FEB 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Richard O. Berndt For For Management 2 Elect Director Charles E. Bunch For For Management 3 Elect Director Paul W. Chellgren For For Management 4 Elect Director Robert N. Clay For For Management 5 Elect Director Kay Coles James For For Management 6 Elect Director Richard B. Kelson For For Management 7 Elect Director Bruce C. Lindsay For For Management 8 Elect Director Anthony A. Massaro For For Management 9 Elect Director Jane G. Pepper For For Management 10 Elect Director James E. Rohr For For Management 11 Elect Director Donald J. Shepard For For Management 12 Elect Director Lorene K. Steffes For For Management 13 Elect Director Dennis F. Strigl For For Management 14 Elect Director Stephen G. Thieke For For Management 15 Elect Director Thomas J. Usher For For Management 16 Elect Director George H. Walls, Jr. For For Management 17 Elect Director Helge H. Wehmeier For For Management 18 Ratify Auditors For For Management 19 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 20 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 21 TARP Related Compensation Against Against Shareholder - -------------------------------------------------------------------------------- PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: OCT 13, 2009 Meeting Type: Annual Record Date: AUG 14, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Kenneth I. Chenault For For Management 2 Elect Director Scott D. Cook For Against Management 3 Elect Director Rajat K. Gupta For For Management 4 Elect Director A.G. Lafley For For Management 5 Elect Director Charles R. Lee For For Management 6 Elect Director Lynn M. Martin For For Management 7 Elect Director Robert A. McDonald For For Management 8 Elect Director W. James McNerney, Jr. For For Management 9 Elect Director Johnathan A. Rodgers For For Management 10 Elect Director Ralph Snyderman For For Management 11 Elect Director Mary Agnes Wilderotter For For Management 12 Elect Director Patricia A. Woertz For For Management 13 Elect Director Ernesto Zedillo For For Management 14 Ratify Auditors For For Management 15 Amend Code of Regulations For For Management 16 Approve Omnibus Stock Plan For For Management 17 Provide for Cumulative Voting Against Against Shareholder 18 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- ROYAL DUTCH SHELL PLC Ticker: RDSA Security ID: 780259206 Meeting Date: MAY 18, 2010 Meeting Type: Annual Record Date: APR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Elect Charles Holliday as Director For For Management 4 Re-elect Josef Ackermann as Director For For Management 5 Re-elect Malcolm Brinded as Director For For Management 6 Re-elect Simon Henry as Director For For Management 7 Re-elect Lord Kerr of Kinlochard as For For Management Director 8 Re-elect Wim Kok as Director For For Management 9 Re-elect Nick Land as Director For For Management 10 Re-elect Christine Morin-Postel as For For Management Director 11 Re-elect Jorma Ollila as Director For For Management 12 Re-elect Jeroen van der Veer as For For Management Director 13 Re-elect Peter Voser as Director For For Management 14 Re-elect Hans Wijers as Director For For Management 15 Reappoint PricewaterhouseCoopers LLP as For For Management Auditors 16 Authorise Board to Fix Remuneration of For For Management Auditors 17 Authorise Issue of Equity with For For Management Pre-emptive Rights 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Authorise Market Purchase For For Management 20 Approve Scrip Dividend Scheme For For Management 21 Authorise EU Political Donations and For For Management Expenditure 22 Adopt New Articles of Association For For Management 23 Direct the Audit Committee or a Risk Against Against Shareholder Committee of the Board to Commission and Review a Report on Investment Risks Associated with Future Canadian Oil Sands Projects - -------------------------------------------------------------------------------- SCHERING-PLOUGH CORP. Ticker: SGP Security ID: 806605101 Meeting Date: AUG 7, 2009 Meeting Type: Special Record Date: JUN 22, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- SEMPRA ENERGY Ticker: SRE Security ID: 816851109 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James G. Brocksmith Jr. For For Management 2 Elect Director Donald E. Felsinger For For Management 3 Elect Director Wilford D. Godbold Jr. For For Management 4 Elect Director William D. Jones For For Management 5 Elect Director William G. Ouchi For For Management 6 Elect Director Carlos Ruiz For For Management 7 Elect Director William C. Rusnack For For Management 8 Elect Director William P. Rutledge For For Management 9 Elect Director Lynn Schenk For For Management 10 Elect Director Neal E. Schmale For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- STATE STREET CORPORATION Ticker: STT Security ID: 857477103 Meeting Date: MAY 19, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director K. Burnes For For Management 2 Elect Director P. Coym For For Management 3 Elect Director P. De Saint-Aignan For For Management 4 Elect Director A. Fawcett For For Management 5 Elect Director D. Gruber For For Management 6 Elect Director L. Hill For For Management 7 Elect Director J. Hooley For For Management 8 Elect Director R. Kaplan For For Management 9 Elect Director C. LaMantia For For Management 10 Elect Director R. Logue For For Management 11 Elect Director R. Sergel For For Management 12 Elect Director R. Skates For For Management 13 Elect Director G. Summe For For Management 14 Elect Director R. Weissman For For Management 15 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 16 Ratify Auditors For For Management 17 Require Independent Board Chairman Against Against Shareholder 18 Report on Pay Disparity Against Against Shareholder - -------------------------------------------------------------------------------- TIME WARNER CABLE INC. Ticker: TWC Security ID: 88732J207 Meeting Date: MAY 24, 2010 Meeting Type: Annual Record Date: MAR 29, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carole Black For For Management 2 Elect Director Glenn A. Britt For For Management 3 Elect Director Thomas H. Castro For For Management 4 Elect Director David C. Chang For For Management 5 Elect Director James E. Copeland, Jr. For For Management 6 Elect Director Peter R. Haje For For Management 7 Elect Director Donna A. James For For Management 8 Elect Director Don Logan For For Management 9 Elect Director N.J. Nicholas, Jr. For For Management 10 Elect Director Wayne H. Pace For For Management 11 Elect Director Edward D. Shirley For For Management 12 Elect Director John E. Sununu For For Management 13 Ratification Of Auditors For For Management - -------------------------------------------------------------------------------- TIME WARNER INC. Ticker: TWX Security ID: 887317303 Meeting Date: MAY 21, 2010 Meeting Type: Annual Record Date: MAR 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James L. Barksdale For For Management 2 Elect Director William P. Barr For For Management 3 Elect Director Jeffrey L. Bewkes For For Management 4 Elect Director Stephen F. Bollenbach For For Management 5 Elect Director Frank J. Caufield For For Management 6 Elect Director Robert C. Clark For For Management 7 Elect Director Mathias Dopfner For For Management 8 Elect Director Jessica P. Einhorn For For Management 9 Elect Director Fred Hassan For For Management 10 Elect Director Michael A. Miles For For Management 11 Elect Director Kenneth J. Novack For For Management 12 Elect Director Deborah C. Wright For For Management 13 Ratify Auditors For For Management 14 Approve Omnibus Stock Plan For For Management 15 Provide Right to Call Special Meeting For For Management 16 Reduce Supermajority Vote Requirement Against Against Shareholder 17 Stock Retention/Holding Period Against Against Shareholder 18 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- TORCHMARK CORPORATION Ticker: TMK Security ID: 891027104 Meeting Date: APR 29, 2010 Meeting Type: Annual Record Date: MAR 2, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles E. Adair For For Management 1.2 Elect Director Lloyd W. Newton For For Management 1.3 Elect Director Darren M. Rebelez For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Rescind Fair Price Provision For For Management - -------------------------------------------------------------------------------- TOTAL SA Ticker: FP Security ID: 89151E109 Meeting Date: MAY 21, 2010 Meeting Type: Annual/Special Record Date: APR 13, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 2.28 per Share 4 Approve Auditors' Special Report For For Management Regarding Related-Party Transactions 5 Approve Transaction with Christophe de For For Management Margerie Re: Severance Payment 6 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 7 Reelect Thierry Desmarest as Director For For Management 8 Reelect Thierry de Rudder as Director For For Management 9 Elect Gunnar Brock as Director For For Management 10 Elect Claude Clement as Representative For For Management of Employee Shareholders to the Board 11 Elect Philippe Marchandise as Against For Management Representative of Employee Shareholders to the Board 12 Elect Mohammed Zaki as Representative Against For Management of Employee Shareholders to the Board 13 Reelect Ernst & Young Audit as Auditor For For Management 14 Reelect KPMG Audit as Auditor For For Management 15 Ratify Auditex as Alternate Auditor For For Management 16 Ratify KPMG Audit I.S. as Alternate For For Management Auditor 17 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 2.5 Billion 18 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 850 million 19 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Future Acquisitions 20 Approve Employee Stock Purchase Plan For For Management 21 Authorize up to 0.1 Percent of Issued For For Management Capital for Use in Stock Option Plan A Amend Article 9 of Bylaws Re: Mutual Against Against Shareholder Fund - -------------------------------------------------------------------------------- TRAVELERS COMPANIES, INC., THE Ticker: TRV Security ID: 89417E109 Meeting Date: MAY 4, 2010 Meeting Type: Annual Record Date: MAR 5, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan L. Beller For For Management 1.2 Elect Director John H. Dasburg For For Management 1.3 Elect Director Janet M. Dolan For For Management 1.4 Elect Director Kenneth M. Duberstein For Withhold Management 1.5 Elect Director Jay S. Fishman For For Management 1.6 Elect Director Lawrence G. Graev For For Management 1.7 Elect Director Patricia L. Higgins For For Management 1.8 Elect Director Thomas R. Hodgson For For Management 1.9 Elect Director Cleve L. Killingsworth, For For Management Jr. 1.10 Elect Director Blythe J. McGarvie For For Management 1.11 Elect Director Donald J. Shepard For For Management 1.12 Elect Director Laurie J. Thomsen For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- U.S. BANCORP Ticker: USB Security ID: 902973304 Meeting Date: APR 20, 2010 Meeting Type: Annual Record Date: FEB 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Douglas M. Baker, Jr. For For Management 2 Elect Director Y. Marc Belton For For Management 3 Elect Director Victoria Buyniski For For Management Gluckman 4 Elect Director Arthur D. Collins, Jr. For For Management 5 Elect Director Richard K. Davis For For Management 6 Elect Director Joel W. Johnson For For Management 7 Elect Director Olivia F. Kirtley For For Management 8 Elect Director Jerry W. Levin For For Management 9 Elect Director David B. O'Maley For For Management 10 Elect Director O'dell M. Owens, M.D., For For Management M.P.H. 11 Elect Director Richard G. Reiten For For Management 12 Elect Director Craig D. Schnuck For For Management 13 Elect Director Patrick T. Stokes For For Management 14 Ratify Auditors For For Management 15 Amend Omnibus Stock Plan For For Management 16 Advisory Vote to Ratify Named Executive For Against Management Officers' Compensation - -------------------------------------------------------------------------------- UNILEVER NV Ticker: UNA Security ID: 904784709 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Report of Management Board None None Management (Non-Voting) 2 Approve Financial Statements and For For Management Allocation of Income 3 Approve Discharge of Executive For For Management Directors 4 Approve Discharge of Non-Executive For For Management Directors 5 Reelect P.G.J.M. Polman to Executive For For Management Board 6 Elect R.J-M.S. Huet to Executive Board For For Management 7 Reelect L.O. Fresco as Non-Executive For For Management Director 8 Reelect A.M. Fudge as Non-Executive For For Management Director 9 Reelect C.E. Golden as Non-Executive For For Management Director 10 Reelect B.E. Grote as Non-Executive For For Management Director 11 Reelect H. Nyasulu as Non-Executive For For Management Director 12 Reelect K.J. Storm as Non-Executive For For Management Director 13 Reelect M. Treschow as Non-Executive For For Management Director 14 Reelect J. van der Veer as For For Management Non-Executive Director 15 Elect P. Walsh as Non-Executive For For Management Director 16 Elect M. Rifkind as Non-Executive For For Management Director 17 Approve Management Co-Investment Plan For For Management 18 Amend Performance Criteria of the For For Management Annual Bonus 19 Amend Performance Criteria of the For For Management Long-Term Incentive Plan 20 Approve Cancellation of 4 Percent For For Management Cumulative Preference Shares 21 Authorize Repurchase of 6% Cumulative For For Management Preference Shares and 7% Cumulative Preference Shares 22 Authorize Repurchase of Up to Ten For For Management Percent of Issued Share Capital 23 Approve Authorization to Cancel For For Management Ordinary Shares 24 Grant Board Authority to Issue Shares For For Management Up To10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger and Restricting/Excluding Preemptive Rights 25 Ratify PricewaterhouseCoopers as For For Management Auditors 26 Allow Questions and Close Meeting None None Management - -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: MAY 24, 2010 Meeting Type: Annual Record Date: MAR 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William C. Ballard, Jr. For For Management 2 Elect Director Richard T. Burke For For Management 3 Elect Director Robert J. Darretta For For Management 4 Elect Director Stephen J. Hemsley For For Management 5 Elect Director Michele J. Hooper For For Management 6 Elect Director Douglas W. Leatherdale For For Management 7 Elect Director Glenn M. Renwick For For Management 8 Elect Director Kenneth I. Shine For For Management 9 Elect Director Gail R. Wilensky For For Management 10 Ratify Auditors For For Management 11 Report on Lobbying Expenses Against Against Shareholder 12 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Richard L. Carrion For For Management 2 Elect Director M. Frances Keeth For For Management 3 Elect Director Robert W. Lane For For Management 4 Elect Director Sandra O. Moose For For Management 5 Elect Director Joseph Neubauer For For Management 6 Elect Director Donald T. Nicolaisen For For Management 7 Elect Director Thomas H. O'Brien For For Management 8 Elect Director Clarence Otis, Jr. For For Management 9 Elect Director Hugh B. Price For For Management 10 Elect Director Ivan G. Seidenberg For For Management 11 Elect Director Rodney E. Slater For For Management 12 Elect Director John W. Snow For For Management 13 Elect Director John R. Stafford For For Management 14 Ratify Auditors For For Management 15 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 16 Prohibit Executive Stock-Based Awards Against Against Shareholder 17 Amend EEO Policy to Prohibit Against For Shareholder Discrimination Based on Sexual Orientation and Gender Identity 18 Performance-Based Equity Awards Against Against Shareholder 19 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 20 Adopt Policy on Succession Planning Against For Shareholder 21 Adopt a Policy in which the Company Against Against Shareholder will not Make or Promise to Make Any Death Benefit Payments to Senior Executives 22 Stock Retention/Holding Period Against For Shareholder - -------------------------------------------------------------------------------- WELLPOINT, INC. Ticker: WLP Security ID: 94973V107 Meeting Date: MAY 18, 2010 Meeting Type: Annual Record Date: MAR 17, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Sheila P. Burke For For Management 2 Elect Director George A. Schaefer, Jr. For For Management 3 Elect Director Jackie M. Ward For Against Management 4 Ratify Auditors For For Management 5 Report on Conversion to Non-Profit Against Against Shareholder Status 6 Report on Lobbying Expenses Against Against Shareholder 7 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 8 Reincorporate in Another State [from Against For Shareholder Indiana to Delaware] - -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: FEB 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Election Director John D. Baker II For For Management 2 Election Director John S. Chen For For Management 3 Election Director Lloyd H. Dean For For Management 4 Election Director Susan E. Engel For For Management 5 Election Director Enrique Hernandez, For For Management Jr. 6 Election Director Donald M. James For For Management 7 Election Director Richard D. McCormick For For Management 8 Election Director Mackey J. McDonald For For Management 9 Election Director Cynthia H. Milligan For For Management 10 Elect Director Nicholas G. Moore For For Management 11 Elect Director Philip J. Quigley For Against Management 12 Elect Director Judith M. Runstad For For Management 13 Elect Director Stephen W. Sanger For For Management 14 Elect Director Robert K. Steel For For Management 15 Elect Director John G. Stumpf For For Management 16 Elect Director an G. Swenson For For Management 17 Advisory Vote to Ratify Named Executive For Against Management Officers' Compensation 18 Increase Authorized Common Stock For For Management 19 Ratify Auditors For For Management 20 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 21 Require Independent Board Chairman Against For Shareholder 22 Report on Charitable Contributions Against Against Shareholder 23 Report on Political Contributions Against For Shareholder - -------------------------------------------------------------------------------- WESTERN UNION COMPANY, THE Ticker: WU Security ID: 959802109 Meeting Date: MAY 14, 2010 Meeting Type: Annual Record Date: MAR 17, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Dinyar S. Devitre For For Management 2 Elect Director Christina A. Gold For For Management 3 Elect Director Betsy D. Holden For For Management 4 Elect Director Wulf Von Schimmelmann For For Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WYETH Ticker: WYE Security ID: 983024100 Meeting Date: JUL 20, 2009 Meeting Type: Annual Record Date: JUN 5, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management 3.1 Elect Director Robert M. Amen For For Management 3.2 Elect Director Michael J. Critelli For For Management 3.3 Elect Director Frances D. Fergusson For For Management 3.4 Elect Director Victor F. Ganzi For For Management 3.5 Elect Director Robert Langer For For Management 3.6 Elect Director John P. Mascotte For For Management 3.7 Elect Director Raymond J. McGuire For For Management 3.8 Elect Director Mary Lake Polan For For Management 3.9 Elect Director Bernard Poussot For For Management 3.10 Elect Director Gary L. Rogers For For Management 3.11 Elect Director John R. Torell III For For Management 4 Ratify Auditors For For Management 5 Report on Political Contributions Against Against Shareholder 6 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant): Morgan Stanley Value Fund By (Signature and Title)* /s/ Randy Takian ----------------------------------------- Randy Takian President and Principal Executive Officer Date August 25, 2010 * Print the name and title of each signing officer under his or her signature.