UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-5448 TOTAL RETURN VARIABLE ACCOUNT (Exact name of registrant as specified in charter) 500 Boylston Street, Boston, Massachusetts 02116 (Address of principal executive offices) (Zip code) Susan S. Newton Massachusetts Financial Services Company 500 Boylston Street Boston, Massachusetts 02116 (Name and address of agents for service) Registrant's telephone number, including area code: (617) 954-5000 Date of fiscal year end: December 31 Date of reporting period: July 1, 2009 - June 30, 2010 ITEM 1. PROXY VOTING RECORD. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-05448 Reporting Period: 07/01/2009 - 06/30/2010 Total Return Variable Account ======================== Total Return Variable Account ========================= 3M COMPANY Ticker: MMM Security ID: 88579Y101 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: MAR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Linda G. Alvarado For For Management 2 Elect Director George W. Buckley For For Management 3 Elect Director Vance D. Coffman For For Management 4 Elect Director Michael L. Eskew For For Management 5 Elect Director W. James Farrell For For Management 6 Elect Director Herbert L. Henkel For For Management 7 Elect Director Edward M. Liddy For For Management 8 Elect Director Robert S. Morrison For For Management 9 Elect Director Aulana L. Peters For For Management 10 Elect Director Robert J. Ulrich For For Management 11 Ratify Auditors For For Management 12 Amend Omnibus Stock Plan For Against Management 13 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings - -------------------------------------------------------------------------------- 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 Withhold Management 1.4 Elect Director W.J. Farrell For Withhold Management 1.5 Elect Director H.L. Fuller For Withhold Management 1.6 Elect Director W.A. Osborn For Withhold 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 Withhold 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 For 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 - -------------------------------------------------------------------------------- ACE LIMITED Ticker: ACE Security ID: H0023R105 Meeting Date: MAY 19, 2010 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Robert Hernandez as Director For Did Not Vote Management 1.2 Elect Peter Menikoff as Director For Did Not Vote Management 1.3 Elect Robert Ripp as Director For Did Not Vote Management 1.4 Elect Theodore Shasta as Director For Did Not Vote Management 2 Amend Articles Re: Treatment of For Did Not Vote Management Abstentions and Broker Non-Votes 3.1 Approve Annual Report For Did Not Vote Management 3.2 Accept Statutory Financial Statements For Did Not Vote Management 3.3 Accept Consolidated Financial For Did Not Vote Management Statements 4 Approve Allocation of Income and For Did Not Vote Management Omission of Dividends 5 Approve Discharge of Board and Senior For Did Not Vote Management Management 6 Approve Creation of CHF 4.4 Billion For Did Not Vote Management Pool of Capital without Preemptive Rights 7.1 Ratify PricewaterhouseCoopers AG as For Did Not Vote Management Auditors 7.2 Ratify PricewaterhouseCoopers LLC as For Did Not Vote Management Independent Registered Public Accounting Firm 7.3 Ratify BDO AG as Special Auditors For Did Not Vote Management 8 Amend 2004 Long-Term Incentive Plan For Did Not Vote Management 9 Approve Reduction in Share Capital and For Did Not Vote Management Capital Repayment of $1.32 per Share - -------------------------------------------------------------------------------- ADVANCE AUTO PARTS INC Ticker: AAP Security ID: 00751Y106 Meeting Date: MAY 19, 2010 Meeting Type: Annual Record Date: MAR 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Bergstrom For For Management 1.2 Elect Director John C. Brouillard For For Management 1.3 Elect Director Fiona P. Dias For For Management 1.4 Elect Director Frances X. Frei For For Management 1.5 Elect Director Darren R. Jackson For For Management 1.6 Elect Director William S. Oglesby For For Management 1.7 Elect Director J. Paul Raines For For Management 1.8 Elect Director Gilbert T. Ray For For Management 1.9 Elect Director Carlos A. Saladrigas For For Management 1.10 Elect Director Francesca M. Spinelli For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- AGILENT TECHNOLOGIES, INC. Ticker: A Security ID: 00846U101 Meeting Date: MAR 2, 2010 Meeting Type: Annual Record Date: JAN 6, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Paul N. Clark For For Management 2 Elect Director James G. Cullen For For Management 3 Ratify Auditors For For Management 4 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- AIR PRODUCTS AND CHEMICALS, INC. Ticker: APD Security ID: 009158106 Meeting Date: JAN 28, 2010 Meeting Type: Annual Record Date: NOV 30, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William L. Davis, III For For Management 1.2 Elect Director W. Douglas Ford For For Management 1.3 Elect Director Evert Henkes For For Management 1.4 Elect Director Margaret G. McGlynn For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- ALLSTATE CORPORATION, THE Ticker: ALL Security ID: 020002101 Meeting Date: MAY 18, 2010 Meeting Type: Annual Record Date: MAR 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director F. Duane Ackerman For For Management 1.2 Elect Director Robert D. Beyer For For Management 1.3 Elect Director W. James Farrell For For Management 1.4 Elect Director Jack M. Greenberg For For Management 1.5 Elect Director Ronald T. LeMay For For Management 1.6 Elect Director Andrea Redmond For For Management 1.7 Elect Director H. John Riley, Jr. For For Management 1.8 Elect Director Joshua I. Smith For For Management 1.9 Elect Director Judith A. Sprieser For For Management 1.10 Elect Director Mary Alice Taylor For For Management 1.11 Elect Director Thomas J. Wilson For For Management 2 Ratify Auditors For For Management 3 Amend Bylaws -- Call Special Meetings Against For Shareholder 4 Provide Right to Act by Written Consent Against For Shareholder 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 6 Report on Pay Disparity Against Against Shareholder 7 Report on Political Contributions Against For 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 - -------------------------------------------------------------------------------- AMERICAN ELECTRIC POWER COMPANY, INC. Ticker: AEP Security ID: 025537101 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E. R. Brooks For For Management 1.2 Elect Director Donald M. Carlton For For Management 1.3 Elect Director James F. Cordes For For Management 1.4 Elect Director Ralph D. Crosby, Jr. For For Management 1.5 Elect Director Linda A. Goodspeed For For Management 1.6 Elect Director Thomas E. Hoaglin For For Management 1.7 Elect Director Lester A. Hudson, Jr. For For Management 1.8 Elect Director Michael G. Morris For For Management 1.9 Elect Director Lionel L. Nowell III For For Management 1.10 Elect Director Richard L. Sandor For For Management 1.11 Elect Director Kathryn D. Sullivan For For Management 1.12 Elect Director Sara Martinez Tucker For For Management 1.13 Elect Director John F. Turner For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ANADARKO PETROLEUM CORPORATION Ticker: APC Security ID: 032511107 Meeting Date: MAY 18, 2010 Meeting Type: Annual Record Date: MAR 23, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director H. Paulett Eberhart For For Management 2 Elect Director Preston M. Geren III For For Management 3 Elect Director James T. Hackett For For Management 4 Ratify Auditors For For Management 5 Amend EEO Policy to Prohibit Against For Shareholder Discrimination based on Sexual Orientation and Gender Identity 6 Reimburse Expenses Incurred by Against For Shareholder Stockholder in Contested Election of Directors - -------------------------------------------------------------------------------- AON CORPORATION Ticker: AON Security ID: 037389103 Meeting Date: MAY 21, 2010 Meeting Type: Annual Record Date: MAR 24, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lester B. Knight For For Management 2 Elect Director Gregory C. Case For For Management 3 Elect Director Fulvio Conti For For Management 4 Elect Director Edgar D. Jannotta For For Management 5 Elect Director Jan Kalff For For Management 6 Elect Director J. Michael Losh For For Management 7 Elect Director R. Eden Martin For For Management 8 Elect Director Andrew J. McKenna For For Management 9 Elect Director Robert S. Morrison For For Management 10 Elect Director Richard B. Myers For For Management 11 Elect Director Richard C. Notebaert For For Management 12 Elect Director John W. Rogers, Jr. For For Management 13 Elect Director Gloria Santona For For Management 14 Elect Director Carolyn Y. Woo For For Management 15 Ratify Auditors For For Management - -------------------------------------------------------------------------------- APACHE CORPORATION Ticker: APA Security ID: 037411105 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Eugene C. Fiedorek For For Management 2 Elect Director Patricia Albjerg Graham For For Management 3 Elect Director F.H. Merelli For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- 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 Against 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 For Shareholder Special Meetings - -------------------------------------------------------------------------------- AUTOMATIC DATA PROCESSING, INC. Ticker: ADP Security ID: 053015103 Meeting Date: NOV 10, 2009 Meeting Type: Annual Record Date: SEP 11, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gregory D. Brenneman For For Management 1.2 Elect Director Leslie A. Brun For For Management 1.3 Elect Director Gary C. Butler For For Management 1.4 Elect Director Leon G. Cooperman For For Management 1.5 Elect Director Eric C. Fast For For Management 1.6 Elect Director Linda R. Gooden For For Management 1.7 Elect Director R. Glenn Hubbard For For Management 1.8 Elect Director John P. Jones For For Management 1.9 Elect Director Charles H. Noski For For Management 1.10 Elect Director Sharon T. Rowlands For For Management 1.11 Elect Director Gregory L. Summe For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- 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 For 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 For 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 Against Shareholder 23 Report on Collateral in Derivatives Against For 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 Against Shareholder 6 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote - -------------------------------------------------------------------------------- BECTON, DICKINSON AND COMPANY Ticker: BDX Security ID: 075887109 Meeting Date: FEB 2, 2010 Meeting Type: Annual Record Date: DEC 11, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Henry P. Becton, Jr. For For Management 1.2 Elect Director Edward F. Degraan For For Management 1.3 Elect Director Claire M. Fraser-liggett For For Management 1.4 Elect Director Edward J. Ludwig For For Management 1.5 Elect Director Adel A.F. Mahmoud For For Management 1.6 Elect Director James F. Orr For For Management 1.7 Elect Director Willard J. Overlock, Jr. For For Management 1.8 Elect Director Bertram L. Scott For For Management 2 Ratify Auditors For For Management 3 Company-Specific--Approval Of A By-law For For Management Amendment Regarding Special Shareholdermeetings 4 Amend Omnibus Stock Plan For For Management 5 Approve Executive Incentive Bonus Plan For For Management 6 Require a Majority Vote for the Against Against Shareholder Election of Directors 7 Provide for Cumulative Voting Against Against Shareholder - -------------------------------------------------------------------------------- BLACK & DECKER CORP., THE Ticker: BDK Security ID: 091797100 Meeting Date: MAR 12, 2010 Meeting Type: Special Record Date: JAN 11, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- CAMPBELL SOUP CO. Ticker: CPB Security ID: 134429109 Meeting Date: NOV 19, 2009 Meeting Type: Annual Record Date: SEP 21, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edmund M. Carpenter For For Management 1.2 Elect Director Paul R. Charron For For Management 1.3 Elect Director Douglas R. Conant For For Management 1.4 Elect Director Bennett Dorrance For For Management 1.5 Elect Director Harvey Golub For For Management 1.6 Elect Director Lawrence C. Karlson For For Management 1.7 Elect Director Randall W. Larrimore For For Management 1.8 Elect Director Mary Alice D. Malone For For Management 1.9 Elect Director Sara Mathew For For Management 1.10 Elect Director William D. Perez For For Management 1.11 Elect Director Charles R. Perrin For For Management 1.12 Elect Director A. Barry Rand For For Management 1.13 Elect Director Nick Schreiber For For Management 1.14 Elect Director Archbold D. Van Beuren For For Management 1.15 Elect Director Les C. Vinney For For Management 1.16 Elect Director Charlotte C. Weber For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- CANADIAN NATIONAL RAILWAY COMPANY Ticker: CNR Security ID: 136375102 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Michael R. Armellino as Director For For Management 1.2 Elect A. Charles Baillie as Director For For Management 1.3 Elect Hugh J. Bolton as Director For For Management 1.4 Elect Gordon D. Giffin as Director For For Management 1.5 Elect Edith E. Holiday as Director For For Management 1.6 Elect V. Maureen Kempston Darkes as For For Management Director 1.7 Elect Denis Losier as Director For For Management 1.8 Elect Edward C. Lumley as Director For For Management 1.9 Elect David G.A. McLean as Director For For Management 1.10 Elect Claude Mongeau as Director For For Management 1.11 Elect Robert Pace as Director For For Management 2 Ratify KPMG LLP as Auditors For For Management - -------------------------------------------------------------------------------- CENTURYTEL, INC. Ticker: CTL Security ID: 156700106 Meeting Date: MAY 20, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Bruce Hanks For For Management 1.2 Elect Director C. G. Melville, Jr. For For Management 1.3 Elect Director William A. Owens For For Management 1.4 Elect Director Glen F. Post, III For For Management 2 Ratify Auditors For For Management 3 Change Company Name For For Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Report on Internet Network Management Against Against Shareholder Practices Regarding Privacy and Freedom of Expression 6 Limit Executive Compensation Against Against Shareholder 7 Stock Retention/Holding Period Against Against Shareholder 8 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- CHARLES SCHWAB CORPORATION, THE Ticker: SCHW Security ID: 808513105 Meeting Date: MAY 13, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Arun Sarin For For Management 1.2 Elect Director Paula A. Sneed For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Report on Political Contributions Against For Shareholder 5 Adopt a Policy in which the Company Against Against Shareholder will not Make or Promise to Make Any Death Benefit Payments to Senior Executives - -------------------------------------------------------------------------------- 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 Against 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 Against 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 Against Shareholder Officers' Compensation 19 Report on Internet Fragmentation Against Against Shareholder - -------------------------------------------------------------------------------- CLOROX COMPANY, THE Ticker: CLX Security ID: 189054109 Meeting Date: NOV 18, 2009 Meeting Type: Annual Record Date: SEP 21, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel Boggan, Jr. For For Management 1.2 Elect Director Richard H. Carmona For For Management 1.3 Elect Director Tully M. Friedman For For Management 1.4 Elect Director George J. Harad For For Management 1.5 Elect Director Donald R. Knauss For For Management 1.6 Elect Director Robert W. Matschullat For For Management 1.7 Elect Director Gary G. Michael For For Management 1.8 Elect Director Edward A. Mueller For For Management 1.9 Elect Director Jan L. Murley For For Management 1.10 Elect Director Pamela Thomas-Graham For For Management 1.11 Elect Director Carolyn M. Ticknor For For Management 2 Ratify Auditors For For Management 3 Require Independent Board Chairman Against Against Shareholder - -------------------------------------------------------------------------------- CMS ENERGY CORPORATION Ticker: CMS Security ID: 125896100 Meeting Date: MAY 21, 2010 Meeting Type: Annual Record Date: MAR 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Merribel S. Ayres For For Management 1.2 Elect Director Jon E. Barfield For For Management 1.3 Elect Director Stephen E. Ewing For For Management 1.4 Elect Director Richard M. Gabrys For For Management 1.5 Elect Director David W. Joos For For Management 1.6 Elect Director Philip R. Lochner, Jr For For Management 1.7 Elect Director Michael T. Monahan For For Management 1.8 Elect Director John G. Russell For For Management 1.9 Elect Director Kenneth L. Way For For Management 1.10 Elect Director John B. Yasinsky For For Management 2 Ratify Auditors For For Management 3 Adopt Quantitative GHG Goals for Against Against Shareholder Products and Operations 4 Report on Coal Combustion Waste Hazard Against Against Shareholder and Risk Mitigation Efforts - -------------------------------------------------------------------------------- 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 For Management 1.5 Elect Director Ruth R. Harkin For For Management 1.6 Elect Director Harold W. Mcgraw III For For Management 1.7 Elect Director James J. Mulva For For Management 1.8 Elect Director 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 Against 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 - -------------------------------------------------------------------------------- DANAHER CORPORATION Ticker: DHR Security ID: 235851102 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: MAR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Steven M. Rales For For Management 2 Elect Director John T. Schwieters For For Management 3 Elect Director Alan G. Spoon For For Management 4 Ratify Auditors For For Management 5 Declassify the Board of Directors Against For Shareholder - -------------------------------------------------------------------------------- DANONE Ticker: BN Security ID: F12033134 Meeting Date: APR 22, 2010 Meeting Type: Annual/Special Record Date: APR 19, 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 1.20 per Share 4 Reelect Franck Riboud as Director For For Management 5 Reelect Emmanuel Faber as Director For For Management 6 Reelect PricewaterhouseCoopers Audit as For For Management Auditor 7 Ratify Ernst & Young et Autres as For For Management Auditor 8 Ratify Yves Nicolas as Alternate For For Management Auditor 9 Ratify Auditex as Alternate Auditor For For Management 10 Approve Auditors' Special Report For For Management Regarding Related-Party Transactions 11 Approve Transaction with Franck Riboud For For Management 12 Approve Transaction with Emmanuel Faber For For Management 13 Approve Transaction with Bernard Hours For For Management 14 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 15 Authorize up to 0.4 Percent of Issued For For Management Capital for Use in Restricted Stock Plan 16 Amend Stock Ownership Limitations For For Management 17 Authorize Filing of Required For For Management Documents/Other Formalities - -------------------------------------------------------------------------------- DAVITA INC. Ticker: DVA Security ID: 23918K108 Meeting Date: JUN 7, 2010 Meeting Type: Annual Record Date: APR 13, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Pamela M. Arway For For Management 2 Elect Director Charles G. Berg For For Management 3 Elect Director Willard W. Brittain, Jr. For For Management 4 Elect Director Paul J. Diaz For For Management 5 Elect Director Peter T. Grauer For For Management 6 Elect Director John M. Nehra For For Management 7 Elect Director William L. Roper For For Management 8 Elect Director Kent J. Thiry For For Management 9 Elect Director Roger J. Valine For For Management 10 Amend Omnibus Stock Plan For Against Management 11 Ratify Auditors For For Management 12 Provide Right to Act by Written Consent Against For Shareholder - -------------------------------------------------------------------------------- DEUTSCHE BOERSE AG Ticker: DB1 Security ID: D1882G119 Meeting Date: MAY 27, 2010 Meeting Type: Annual Record Date: MAY 7, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2009 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 2.10 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2009 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2009 5 Approve Remuneration System for For Against Management Management Board Members 6 Approve EUR 27.8 Million Capital For For Management Increase without Preemptive Rights 7 Approve Creation of EUR 19.5 Million For For Management Pool of Capital with Preemptive Rights 8 Authorize Share Repurchase Program and For For Management Reissuance or Cancellation of Repurchased Shares; Authorize Use of Financial Derivatives When Repurchasing Shares 9 Approve Affiliation Agreement with For For Management Clearstream Banking AG 10a Amend Articles Re: Electronic Voting at For For Management General Meeting due to New German Legislation (Law on Transposition of EU Shareholder's Rights Directive) 10b Amend Articles Re: Exercise of Voting For For Management Rights at General Meeting due to New German Legislation (Law on Transposition of EU Shareholder's Rights Directive) 11 Ratify KPMG AG as Auditors for Fiscal For For Management 2010 - -------------------------------------------------------------------------------- DEVON ENERGY CORPORATION Ticker: DVN Security ID: 25179M103 Meeting Date: JUN 9, 2010 Meeting Type: Annual Record Date: APR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Richels For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement Against For Shareholder - -------------------------------------------------------------------------------- DIAGEO PLC Ticker: DGE Security ID: G42089113 Meeting Date: OCT 14, 2009 Meeting Type: Annual Record Date: OCT 12, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend of 22.2 Pence For For Management Per Ordinary Share 4 Re-elect Laurence Danon as Director For For Management 5 Re-elect Lord (Clive) Hollick of For For Management Notting Hill as Director 6 Re-elect Paul Walsh as Director For For Management 7 Elect Peggy Bruzelius as Director For For Management 8 Elect Betsy Holden as Director For For Management 9 Reappoint KPMG Audit plc as Auditors of For For Management the Company 10 Authorise Board to Fix Remuneration of For For Management Auditors 11 Authorise Issue of Equity with For For Management Pre-emptive Rights Under a General Authority up to GBP 241,092,000 and an Additional Amount Pursuant to a Rights Issue of up to GBP 482,185,000 After Deducting Any Securities Issued Under the General Authority 12 If Resolution 11 is Passed, Authorise For For Management Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 39,842,000 13 Authorise 249,964,000 Ordinary Shares For For Management for Market Purchase 14 Authorise the Company and its For For Management Subsidiaries to Make EU Political Donations to Political Parties, to Make EU Political Donations to Political Organisations Other Than Political Parties and to Incur EU Political Expenditure up to GBP 200,000 15 Approve Diageo plc 2009 Discretionary For For Management Incentive Plan 16 Approve Diageo plc 2009 Executive Long For For Management Term Incentive Plan 17 Approve Diageo plc 2009 International For For Management Sharematch Plan 18 Authorise Board to Establish Future For For Management Share Plans for the Benefit of Employees Overseas Based on the Diageo plc 2009 Discretionary Incentive Plan, the Diageo plc 2009 Executive Long Term Incentive Plan and the Diageo plc 2009 International Sharematch Plan 19 Approve Diageo plc 2009 Irish Sharesave For For Management Scheme 20 Amend Diageo plc Executive Share Option For For Management Plan 21 Amend Diageo plc 2008 Senior Executive For For Management Share Option Plan 22 Amend Diageo plc Senior Executive Share For For Management Option Plan 23 Approve That a General Meeting Other For For Management Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice 24 Adopt New Articles of Association For For Management - -------------------------------------------------------------------------------- DOMINION RESOURCES, INC. Ticker: D Security ID: 25746U109 Meeting Date: MAY 18, 2010 Meeting Type: Annual Record Date: MAR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William P. Barr For For Management 1.2 Elect Director Peter W. Brown For For Management 1.3 Elect Director George A. Davidson, Jr. For For Management 1.4 Elect Director Thomas F. Farrell II For For Management 1.5 Elect Director John W. Harris For For Management 1.6 Elect Director Robert S. Jepson, Jr. For For Management 1.7 Elect Director Mark J. Kington For For Management 1.8 Elect Director Margaret A. McKenna For For Management 1.9 Elect Director Frank S. Royal For For Management 1.10 Elect Director Robert H. Spilman, Jr. For For Management 1.11 Elect Director David A. Wollard For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Reduce Supermajority Vote Requirement For For Management 5 Reduce Supermajority Vote Requirement For For Management 6 Reduce Supermajority Vote Requirement For For Management 7 Amend Quorum Requirements For For Management 8 Adopt Renewable Energy Production Goal Against Against Shareholder 9 Stop Construction of Nuclear Reactor at Against Against Shareholder North Anna Facility 10 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- DUN & BRADSTREET CORPORATION, THE Ticker: DNB Security ID: 26483E100 Meeting Date: MAY 4, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John W. Alden For For Management 2 Elect Director Christopher J. Coughlin For For Management 3 Elect Director Sara Mathew For For Management 4 Ratify Auditors For For Management 5 Reduce Supermajority Vote Requirement For For Shareholder - -------------------------------------------------------------------------------- EATON CORPORATION Ticker: ETN Security ID: 278058102 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Todd M. Bluedorn For For Management 2 Elect Director Christopher M. Connor For For Management 3 Elect Director Michael J. Critelli For For Management 4 Elect Director Charles E. Golden For For Management 5 Elect Director Ernie Green For For Management 6 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ENTERGY CORPORATION Ticker: ETR Security ID: 29364G103 Meeting Date: MAY 7, 2010 Meeting Type: Annual Record Date: MAR 9, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Maureen Scannell Bateman For Against Management 2 Elect Director W. Frank Blount For For Management 3 Elect Director Gary W. Edwards For Against Management 4 Elect Director Alexis M. Herman For Against Management 5 Elect Director Donald C. Hintz For For Management 6 Elect Director J. Wayne Leonard For Against Management 7 Elect Director Stuart L. Levenick For For Management 8 Elect Director Stewart C. Myers For For Management 9 Elect Director James R. Nichols For For Management 10 Elect Director William A. Percy, II For For Management 11 Elect Director W.J. Tauzin For Against Management 12 Elect Director Steven V. Wilkinson For For Management 13 Ratify Auditors For For Management 14 Amend Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- EOG RESOURCES, INC. Ticker: EOG Security ID: 26875P101 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director George A. Alcorn For For Management 2 Elect Director Charles R. Crisp For For Management 3 Elect Director James C. Day For For Management 4 Elect Director Mark G. Papa For For Management 5 Elect Director H. Leighton Steward For For Management 6 Elect Director Donald F. Textor For For Management 7 Elect Director Frank G. Wisner For For Management 8 Ratify Auditors For For Management 9 Amend Omnibus Stock Plan For For Management 10 Amend Qualified Employee Stock Purchase For For Management Plan 11 Amend Executive Incentive Bonus Plan For For Management 12 Report on Environmental Impacts of Against For Shareholder Natural Gas Fracturing 13 Stock Retention/Holding Period Against Against Shareholder 14 Double Trigger on Equity Plans Against Against Shareholder - -------------------------------------------------------------------------------- EXXON MOBIL CORPORATION Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 26, 2010 Meeting Type: Annual Record Date: APR 6, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director M.J. Boskin For For Management 1.2 Elect Director P. Brabeck-Letmathe For For Management 1.3 Elect Director L.R. Faulkner For For Management 1.4 Elect Director J.S. Fishman For For Management 1.5 Elect Director K.C. Frazier For For Management 1.6 Elect Director W.W. George For For Management 1.7 Elect Director M.C. Nelson For For Management 1.8 Elect Director S.J. Palmisano For For Management 1.9 Elect Director S.C. Reinemund For For Management 1.10 Elect Director R.W. Tillerson For For Management 1.11 Elect Director E.E. Whitacre, Jr. For For Management 2 Ratify Auditors For For Management 3 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 4 Reincorporate in Another State [from Against Against Shareholder New Jersey to North Dakota] 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 6 Amend EEO Policy to Prohibit Against Against Shareholder Discrimination based on Sexual Orientation and Gender Identity 7 Adopt Policy on Human Right to Water Against Against Shareholder 8 Adopt Policy to Address Coastal Against Against Shareholder Louisiana Environmental Impacts 9 Report on Environmental Impact of Oil Against Against Shareholder Sands Operations in Canada 10 Report on Environmental Impacts of Against Against Shareholder Natural Gas Fracturing 11 Report on Energy Technologies Against Against Shareholder Development 12 Adopt Quantitative GHG Goals from Against Against Shareholder Products and Operations 13 Report on Risks of Alternative Against Against Shareholder Long-term Fossil Fuel Demand Estimates - -------------------------------------------------------------------------------- FIRST SOLAR, INC. Ticker: FSLR Security ID: 336433107 Meeting Date: JUN 1, 2010 Meeting Type: Annual Record Date: APR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Ahearn For For Management 1.2 Elect Director Robert J. Gillette For For Management 1.3 Elect Director Craig Kennedy For For Management 1.4 Elect Director James F. Nolan For For Management 1.5 Elect Director William J. Post For For Management 1.6 Elect Director J. Thomas Presby For For Management 1.7 Elect Director Paul H. Stebbins For Withhold Management 1.8 Elect Director Michael Sweeney For Withhold Management 1.9 Elect Director Jose H. Villarreal For Withhold Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Qualified Employee Stock For For Management Purchase Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FLUOR CORPORATION Ticker: FLR Security ID: 343412102 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: MAR 10, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James T. Hackett For For Management 2 Elect Director Kent Kresa For For Management 3 Elect Director Nader H. Sultan For For Management 4 Ratify Auditors For For Management 5 Require Independent Board Chairman Against Against Shareholder - -------------------------------------------------------------------------------- FPL GROUP, INC. Ticker: FPL Security ID: 302571104 Meeting Date: MAY 21, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sherry S. Barrat For For Management 1.2 Elect Director Robert M. Beall, II For For Management 1.3 Elect Director J. Hyatt Brown For For Management 1.4 Elect Director James L. Camaren For For Management 1.5 Elect Director J. Brian Ferguson For For Management 1.6 Elect Director Lewis Hay, III For For Management 1.7 Elect Director Toni Jennings For For Management 1.8 Elect Director Oliver D. Kingsley, Jr. For For Management 1.9 Elect Director Rudy E. Schupp For For Management 1.10 Elect Director William H. Swanson For For Management 1.11 Elect Director Michael H. Thaman For For Management 1.12 Elect Director Hansel E. Tookes, II For For Management 2 Ratify Auditors For For Management 3 Change Company Name For For Management - -------------------------------------------------------------------------------- FRANKLIN RESOURCES, INC. Ticker: BEN Security ID: 354613101 Meeting Date: MAR 16, 2010 Meeting Type: Annual Record Date: JAN 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Samuel H. Armacost For For Management 1.2 Elect Director Charles Crocker For For Management 1.3 Elect Director Joseph R. Hardiman For For Management 1.4 Elect Director Robert D. Joffe For For Management 1.5 Elect Director Charles B. Johnson For For Management 1.6 Elect Director Gregory E. Johnson For For Management 1.7 Elect Director Rupert H. Johnson, Jr. For For Management 1.8 Elect Director Thomas H. Kean For For Management 1.9 Elect Director Chutta Ratnathicam For For Management 1.10 Elect Director Peter M. Sacerdote For For Management 1.11 Elect Director Laura Stein For For Management 1.12 Elect Director Anne M. Tatlock For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- 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 Against 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 - -------------------------------------------------------------------------------- GENERAL MILLS, INC. Ticker: GIS Security ID: 370334104 Meeting Date: SEP 21, 2009 Meeting Type: Annual Record Date: JUL 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Bradbury H. Anderson For For Management 2 Elect Director R. Kerry Clark For For Management 3 Elect Director Paul Danos For For Management 4 Elect Director William T. Esrey For For Management 5 Elect Director Raymond V. Gilmartin For For Management 6 Elect Director Judith Richards Hope For For Management 7 Elect Director Heidi G. Miller For For Management 8 Elect Director Hilda Ochoa-Brillembourg For For Management 9 Elect Director Steve Odland For For Management 10 Elect Director Kendall J. Powell For For Management 11 Elect Director Lois E. Quam For For Management 12 Elect Director Michael D. Rose For For Management 13 Elect Director Robert L. Ryan For For Management 14 Elect Director Dorothy A. Terrell For For Management 15 Approve Omnibus Stock Plan For Against Management 16 Ratify Auditors For For Management 17 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC Ticker: GSK Security ID: G3910J112 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: MAY 4, 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 Re-elect Dr Stephanie Burns as Director For For Management 4 Re-elect Julian Heslop as Director For For Management 5 Re-elect Sir Deryck Maughan as Director For For Management 6 Re-elect Dr Daniel Podolsky as Director For For Management 7 Re-elect Sir Robert Wilson as Director For For Management 8 Reappoint PricewaterhouseCoopers LLP as For For Management Auditors 9 Authorise Audit Committee to Fix For For Management Remuneration of Auditors 10 Authorise EU Political Donations and For For Management Expenditure 11 Authorise Issue of Equity with For For Management Pre-emptive Rights 12 Authorise Issue of Equity without For For Management Pre-emptive Rights 13 Authorise Market Purchase For For Management 14 Approve the Exemption from Statement of For For Management the Name of the Senior Statutory Auditor in Published Copies of the Auditor's Reports 15 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 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 For Shareholder Trading 8 Require Independent Board Chairman Against Against 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 - -------------------------------------------------------------------------------- GOODRICH CORPORATION Ticker: GR Security ID: 382388106 Meeting Date: APR 20, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carolyn Corvi For For Management 1.2 Elect Director Diane C. Creel For For Management 1.3 Elect Director George A. Davidson, Jr. For For Management 1.4 Elect Director Harris E. Deloach, Jr. For For Management 1.5 Elect Director James W. Griffith For For Management 1.6 Elect Director William R. Holland For For Management 1.7 Elect Director John P. Jumper For For Management 1.8 Elect Director Marshall O. Larsen For For Management 1.9 Elect Director Lloyd W. Newton For For Management 1.10 Elect Director Douglas E. Olesen For For Management 1.11 Elect Director Alfred M. Rankin, Jr. For For Management 2 Ratify Auditors For For Management 3 Approve/Amend Executive Incentive Bonus For For Management Plan - -------------------------------------------------------------------------------- GOOGLE INC. Ticker: GOOG Security ID: 38259P508 Meeting Date: MAY 13, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eric Schmidt For For Management 1.2 Elect Director Sergey Brin For For Management 1.3 Elect Director Larry Page For For Management 1.4 Elect Director L. John Doerr For For Management 1.5 Elect Director John L. Hennessy For For Management 1.6 Elect Director Ann Mather For For Management 1.7 Elect Director Paul S. Otellini For For Management 1.8 Elect Director K. Ram Shriram For For Management 1.9 Elect Director Shirley M. Tilghman For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Prepare Sustainability Report Against For Shareholder 5 Adopt Principles for Online Advertising Against Against Shareholder 6 Amend Human Rights Policies Regarding Against Against Shareholder Chinese Operations - -------------------------------------------------------------------------------- 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 For 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 - -------------------------------------------------------------------------------- HASBRO, INC. Ticker: HAS Security ID: 418056107 Meeting Date: MAY 20, 2010 Meeting Type: Annual Record Date: MAR 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Basil L. Anderson For For Management 1.2 Elect Director Alan R. Batkin For For Management 1.3 Elect Director Frank J. Biondi, Jr. For For Management 1.4 Elect Director Kenneth A. Bronfin For For Management 1.5 Elect Director John M. Connors, Jr. For For Management 1.6 Elect Director Michael W.o. Garrett For For Management 1.7 Elect Director Brian Goldner For For Management 1.8 Elect Director Jack M. Greenberg For For Management 1.9 Elect Director Alan G. Hassenfeld For For Management 1.10 Elect Director Tracy A. Leinbach For For Management 1.11 Elect Director Edward M. Philip For For Management 1.12 Elect Director Alfred J. Verrecchia For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HEINEKEN NV Ticker: HEIA Security ID: N39427211 Meeting Date: APR 22, 2010 Meeting Type: Annual Record Date: APR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1a Receive Report of Management Board None Did Not Vote Management (Non-Voting) 1b Approve Financial Statements For Did Not Vote Management 1c Approve Allocation of Income and For Did Not Vote Management Dividends of EUR 0.65 per Share 1d Approve Discharge of Management Board For Did Not Vote Management 1e Approve Discharge of Supervisory Board For Did Not Vote Management 2 Approve Acquisition of Beer Operations For Did Not Vote Management of FEMSA Via an All Share Transaction 3a Authorize Repurchase of Up to Ten For Did Not Vote Management Percent of Issued Share Capital 3b Authorize Board to Issue Shares to For Did Not Vote Management FEMSA 3c Grant Board Authority to Issue Shares For Did Not Vote Management Up To Ten Percent of Issued Capital 3d Authorize Board to Exclude Preemptive For Did Not Vote Management Rights from Issuance under Items 3b and 3c 4 Discussion on Company's Corporate None Did Not Vote Management Governance Structure 5a Approve Remuneration Report Containing For Did Not Vote Management Remuneration Policy for Management Board Members 5b Amend Restricted Stock Plan For Did Not Vote Management 6a Elect J.A. Fernandez Carbajal to For Did Not Vote Management Supervisory Board 6b Elect J.G. Astaburuaga Sanjines to For Did Not Vote Management Supervisory Board 6c Reelect C.J.A. van Lede to Supervisory For Did Not Vote Management Board 6d Reelect J.M. de Jong to Supervisory For Did Not Vote Management Board 6e Reelect A.M. Fentener van Vlissingen to For Did Not Vote Management Supervisory Board - -------------------------------------------------------------------------------- HESS CORPORATION Ticker: HES Security ID: 42809H107 Meeting Date: MAY 5, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director N.F. Brady For Withhold Management 1.2 Elect Director G.P. Hill For For Management 1.3 Elect Director T.H. Kean For Withhold Management 1.4 Elect Director F.A. Olson For Withhold Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Report on Political Contributions Against For Shareholder - -------------------------------------------------------------------------------- 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 For Management 1.10 Elect Director Lucille S. Salhany For For Management 1.11 Elect Director G. Kennedy Thompson For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against 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 For Shareholder 16 Require Independent Board Chairman Against Against Shareholder 17 Prepare Employment Diversity Report Against For 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 Against 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 BUSINESS MACHINES CORPORATION Ticker: IBM Security ID: 459200101 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: FEB 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director A. J. P. Belda For For Management 2 Elect Director C. Black For For Management 3 Elect Director W. R. Brody For For Management 4 Elect Director K. I. Chenault For For Management 5 Elect Director M. L. Eskew For For Management 6 Elect Director S. A. Jackson For For Management 7 Elect Director A. N. Liveris For For Management 8 Elect Director W. J. McNerney, Jr. For For Management 9 Elect Director T. Nishimuro For For Management 10 Elect Director J. W. Owens For For Management 11 Elect Director S. J. Palmisano For For Management 12 Elect Director J. E. Spero For For Management 13 Elect Director S. Taurel For For Management 14 Elect Director L. H. Zambrano For For Management 15 Ratify Auditors For For Management 16 Adopt Policy on Bonus Banking Against Against Shareholder 17 Provide for Cumulative Voting Against Against Shareholder 18 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 19 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- J. M. SMUCKER CO., THE Ticker: SJM Security ID: 832696405 Meeting Date: AUG 19, 2009 Meeting Type: Annual Record Date: JUN 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Paul J. Dolan For Against Management 2 Elect Director Nancy Lopez Knight For Against Management 3 Elect Director Gary A. Oatey For Against Management 4 Elect Director Alex Shumate For Against Management 5 Elect Director Timothy P. Smucker For Against Management 6 Ratify Auditors For For Management 7 Eliminate Cumulative Voting For For Management 8 Adopt Majority Voting for Uncontested For For Management Election of Directors 9 Approve Board to Amend the Amendment For For Management Regulations to the Extent Permitted By Law - -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 22, 2010 Meeting Type: Annual Record Date: FEB 23, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mary Sue Coleman For For Management 2 Elect Director James G. Culien For For Management 3 Elect Director Michael M. E. Johns For For Management 4 Elect Director Susan L. Lindquist For For Management 5 Elect Director Anne M. Mulcahy For For Management 6 Elect Director Lea F. Mullin For For Management 7 Elect Director William D. Perez For For Management 8 Elect Director Charles Prince For For Management 9 Elect Director David Satcher For For Management 10 Elect Director William C. Welcon For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 13 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings - -------------------------------------------------------------------------------- JOHNSON CONTROLS, INC. Ticker: JCI Security ID: 478366107 Meeting Date: JAN 27, 2010 Meeting Type: Annual Record Date: NOV 19, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David P. Abney For For Management 1.2 Elect Director Robert L. Barnett For For Management 1.3 Elect Director Eugenio Clariond For For Management Reyes-Retana 1.4 Elect Director Jeffrey A. Joerres For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Against For Shareholder Election of Directors - -------------------------------------------------------------------------------- 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 For 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 For Shareholder Trading 7 Provide Right to Act by Written Consent Against For Shareholder 8 Require Independent Board Chairman Against Against Shareholder 9 Report on Pay Disparity Against Against Shareholder 10 Stock Retention/Holding Period Against Against Shareholder - -------------------------------------------------------------------------------- KELLOGG COMPANY Ticker: K Security ID: 487836108 Meeting Date: APR 23, 2010 Meeting Type: Annual Record Date: MAR 2, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Benjamin Carson For For Management 1.2 Elect Director Gordon Gund For For Management 1.3 Elect Director Dorothy Johnson For For Management 1.4 Elect Director Ann McLaughlin Korologos For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement Against For Shareholder - -------------------------------------------------------------------------------- KIMBERLY-CLARK CORPORATION Ticker: KMB Security ID: 494368103 Meeting Date: APR 29, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John R. Alm For For Management 2 Elect Director Dennis R. Beresford For For Management 3 Elect Director John F. Bergstrom For For Management 4 Elect Director Abelardo E. Bru For For Management 5 Elect Director Robert W. Decherd For For Management 6 Elect Director Thomas J. Falk For For Management 7 Elect Director Mae C. Jemison, M.D. For For Management 8 Elect Director James M. Jenness For For Management 9 Elect Director Ian C. Read For For Management 10 Elect Director Linda Johnson Rice For For Management 11 Elect Director Marc J. Shapiro For For Management 12 Elect Director G. Craig Sullivan For For Management 13 Ratification Of Auditors For For Management 14 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings - -------------------------------------------------------------------------------- KOHL'S CORPORATION Ticker: KSS Security ID: 500255104 Meeting Date: MAY 13, 2010 Meeting Type: Annual Record Date: MAR 10, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Peter Boneparth For For Management 2 Elect Director Steven A. Burd For For Management 3 Elect Director John F. Herma For For Management 4 Elect Director Dale E. Jones For For Management 5 Elect Director William S. Kellogg For For Management 6 Elect Director Kevin Mansell For For Management 7 Elect Director Frank V. Sica For For Management 8 Elect Director Peter M. Sommerhauser For For Management 9 Elect Director Stephanie A. Streeter For For Management 10 Elect Director Nina G. Vaca For For Management 11 Elect Director Stephen E. Watson For For Management 12 Ratify Auditors For For Management 13 Approve Omnibus Stock Plan For For Management 14 Reduce Supermajority Vote Requirement Against For Shareholder 15 Require Independent Board Chairman Against Against Shareholder - -------------------------------------------------------------------------------- KROGER CO., THE Ticker: KR Security ID: 501044101 Meeting Date: JUN 24, 2010 Meeting Type: Annual Record Date: APR 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Reuben V. Anderson For For Management 2 Elect Director Robert D. Beyer For For Management 3 Elect Director David B. Dillon For For Management 4 Elect Director Susan J. Kropf For For Management 5 Elect Director John T. LaMacchia For For Management 6 Elect Director David B. Lewis For For Management 7 Elect Director W. Rodney McMullen For For Management 8 Elect Director Jorge P. Montoya For For Management 9 Elect Director Clyde R. Moore For For Management 10 Elect Director Susan M. Phillips For For Management 11 Elect Director Steven R. Rogel For For Management 12 Elect Director James A. Runde For For Management 13 Elect Director Ronald L. Sargent For For Management 14 Elect Director Bobby S. Shackouls For For Management 15 Adopt Majority Voting for Uncontested For For Management Election of Directors 16 Ratify Auditors For For Management 17 Report on Climate Change Against For Shareholder - -------------------------------------------------------------------------------- LOCKHEED MARTIN CORPORATION Ticker: LMT Security ID: 539830109 Meeting Date: APR 22, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director E. C. "Pete" Aldrige, For For Management Jr. 2 Elect Director Nolan D. Archibald For For Management 3 Elect Director David B. Burritt For For Management 4 Elect Director James O. Ellis, Jr. For For Management 5 Elect Director Gwendolyn S. King For For Management 6 Elect Director James M. Loy For For Management 7 Elect Director Douglas H. McCorkindale For For Management 8 Elect Director Joseph W. Ralston For For Management 9 Elect Director James Schneider For For Management 10 Elect Director Anne Stevens For For Management 11 Elect Director Robert J. Stevens For For Management 12 Ratify Auditors For For Management 13 Report on Space-based Weapons Program Against Against Shareholder - -------------------------------------------------------------------------------- LORILLARD, INC. Ticker: LO Security ID: 544147101 Meeting Date: MAY 20, 2010 Meeting Type: Annual Record Date: MAR 30, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Virgis W. Colbert For For Management 1.2 Elect Director Richard W. Roedel For For Management 1.3 Elect Director David H. Taylor For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MARATHON OIL CORPORATION Ticker: MRO Security ID: 565849106 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Gregory H. Boyce For For Management 2 Elect Director Clarence P. Cazalot, Jr. For For Management 3 Elect Director David A. Daberko For For Management 4 Elect Director William L. Davis For For Management 5 Elect Director Shirley Ann Jackson For For Management 6 Elect Director Philip Lader For For Management 7 Elect Director Charles R. Lee For For Management 8 Elect Director Michael E. J. Phelps For For Management 9 Elect Director Dennis H. Reilley For For Management 10 Elect Director Seth E. Schofield For For Management 11 Elect Director John W. Snow For For Management 12 Elect Director Thomas J. Usher For For Management 13 Ratify Auditors For For Management 14 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 15 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- MEDTRONIC, INC. Ticker: MDT Security ID: 585055106 Meeting Date: AUG 27, 2009 Meeting Type: Annual Record Date: JUN 29, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard H. Anderson For For Management 1.2 Elect Director Victor J. Dzau For For Management 1.3 Elect Director William A. Hawkins For For Management 1.4 Elect Director S. Ann Jackson For For Management 1.5 Elect Director Denise M. O'Leary For For Management 1.6 Elect Director Robert C. Pozen For For Management 1.7 Elect Director Jean-pierre Rosso For For Management 1.8 Elect Director Jack W. Schuler For For Management 2 Ratify Auditors For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 589331107 Meeting Date: AUG 7, 2009 Meeting Type: Special Record Date: JUN 22, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Acquisition For For Management - -------------------------------------------------------------------------------- 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 Against Management 20 Approve Non-Employee Director Omnibus For For 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 - -------------------------------------------------------------------------------- MFS SERIES TRUST XIV -- MFS Institutional Money Market Portfolio Ticker: Security ID: 55291X109 Meeting Date: JAN 28, 2010 Meeting Type: Written Consent Record Date: JAN 27, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Trustee Robert E. Butler For For Management 1.2 Elect Trustee Lawrence H. Cohn, M.D. For For Management 1.3 Elect Trustee Maureen R. Goldfarb For For Management 1.4 Elect Trustee David H. Gunning For For Management 1.5 Elect Trustee William R. Gutow For For Management 1.6 Elect Trustee Michael Hegarty For For Management 1.7 Elect Trustee John P. Kavanaugh For For Management 1.8 Elect Trustee Robert J. Manning For For Management 1.9 Elect Trustee Robert C. Pozen For For Management 1.10 Elect Trustee J. Dale Sherratt For For Management 1.11 Elect Trustee Laurie J. Thomsen For For Management 1.12 Elect Trustee Robert W. Uek For For Management - -------------------------------------------------------------------------------- MONSANTO CO. Ticker: MON Security ID: 61166W101 Meeting Date: JAN 26, 2010 Meeting Type: Annual Record Date: NOV 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Frank V. AtLee III For For Management 2 Elect Director David L. Chicoine For For Management 3 Elect Director Arthur H. Harper For For Management 4 Elect Director Gwendolyn S. King For For Management 5 Ratify Auditors For For Management 6 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- NATIONAL OILWELL VARCO, INC. Ticker: NOV Security ID: 637071101 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 23, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ben A. Guill For For Management 1.2 Elect Director Roger L. Jarvis For For Management 1.3 Elect Director Eric L. Mattson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NESTLE SA Ticker: NESN Security ID: H57312649 Meeting Date: APR 15, 2010 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Accept Financial Statements and For Did Not Vote Management Statutory Reports 1.2 Approve Remuneration Report For Did Not Vote Management 2 Approve Discharge of Board and Senior For Did Not Vote Management Management 3 Approve Allocation of Income and For Did Not Vote Management Dividends of CHF 1.60 per Share 4.1.1 Reelect Andre Kudelski as Director For Did Not Vote Management 4.1.2 Reelect Jean-Rene Fourtou as Director For Did Not Vote Management 4.1.3 Reelect Steven Hoch as Director For Did Not Vote Management 4.1.4 Reelect Peter Brabeck-Letmathe as For Did Not Vote Management Director 4.2.1 Elect Titia de Lange as Director For Did Not Vote Management 4.2.2 Elect Jean-Pierre Roth as Director For Did Not Vote Management 4.3 Ratify KPMG AG as Auditors For Did Not Vote Management 5 Approve CHF 18.5 Million Reduction in For Did Not Vote Management Share Capital via Cancellation of Repurchased Shares 6 Amend Articles Re: Share Certificates For Did Not Vote Management due to New Swiss Federal Act on Intermediated Securities - -------------------------------------------------------------------------------- NIKE, INC. Ticker: NKE Security ID: 654106103 Meeting Date: SEP 21, 2009 Meeting Type: Annual Record Date: JUL 24, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jill K. Conway For For Management 1.2 Elect Director Alan B. Graf, Jr. For For Management 1.3 Elect Director John C. Lechleiter For For Management 2 Amend Qualified Employee Stock Purchase For For Management Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NOBLE CORPORATION Ticker: NE Security ID: H5833N103 Meeting Date: OCT 29, 2009 Meeting Type: Special Record Date: SEP 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Director Gordon T. Hall For Did Not Vote Management 1.2 Director Jon A. Marshall For Did Not Vote Management 2 Approval Of The Amendment And For Did Not Vote Management Restatement Of The Noble Corporation 1991 Stock Option And Restricted Stock Plan effective As Of October 29, 2009 - -------------------------------------------------------------------------------- NOBLE ENERGY, INC. Ticker: NBL Security ID: 655044105 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: MAR 9, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Jeffrey L. Berenson For Against Management 2 Elect Director Michael A. Cawley For For Management 3 Elect Director Edward F. Cox For Against Management 4 Elect Director Charles D. Davidson For For Management 5 Elect Director Thomas J. Edelman For For Management 6 Elect Director Eric P. Grubman For For Management 7 Elect Director Kirby L. Hedrick For Against Management 8 Elect Director Scott D. Urban For For Management 9 Elect Director William T. Van Kleef For For Management 10 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NOKIA CORP. Ticker: NOK1V Security ID: 654902204 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: APR 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Calling the Meeting to Order None None Management 3 Designate Inspector or Shareholder None None Management Representative(s) of Minutes of Meeting 4 Acknowledge Proper Convening of Meeting None None Management 5 Prepare and Approve List of None None Management Shareholders 6 Receive Financial Statements and None None Management Statutory Reports, the Board's Report, and the Auditor's Report; Receive Review by the CEO 7 Accept Financial Statements and For For Management Statutory Reports 8 Approve Allocation of Income and For For Management Dividends of EUR 0.40 Per Share 9 Approve Discharge of Board and For For Management President 10 Approve Remuneration of Directors in For For Management the Amount of EUR 440,000 for Chairman, EUR 150,000 for Vice Chairman, and EUR 130,000 for Other Directors; Approve Remuneration for Committee Work 11 Fix Number of Directors at 10 For For Management 12 Reelect Lalita Gupte, Bengt Holmstrom, For For Management Henning Kagermann, Olli-Pekka Kallasvuo, Per Karlsson, Isabel Marey-Semper, Jorma Ollila, Marjorie Scardino, Risto Siilasmaa, and Keijo Suila as Directors 13 Approve Remuneration of Auditors For For Management 14 Ratify PricewaterhouseCoopers Oy as For For Management Auditors 15 Amend Articles Re: Amend Corporate For For Management Purpose; Amend Method of Convening General Meetings 16 Authorize Repurchase of up to 360 For For Management Million Issued Shares 17 Approve Issuance of up to 740 Million For For Management Shares without Preemptive Rights 18 Close Meeting None None Management - -------------------------------------------------------------------------------- NORTHEAST UTILITIES Ticker: NU Security ID: 664397106 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard H. Booth For For Management 1.2 Elect Director John S. Clarkeson For For Management 1.3 Elect Director Cotton M. Cleveland For For Management 1.4 Elect Director Sanford Cloud, Jr. For For Management 1.5 Elect Director E. Gail De Planque For For Management 1.6 Elect Director John G. Graham For For Management 1.7 Elect Director Elizabeth T. Kennan For For Management 1.8 Elect Director Kenneth R. Leibler For For Management 1.9 Elect Director Robert E. Patricelli For For Management 1.10 Elect Director Charles W. Shivery For For Management 1.11 Elect Director John F. Swope For For Management 1.12 Elect Director Dennis R. Wraase For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NORTHERN TRUST CORPORATION Ticker: NTRS Security ID: 665859104 Meeting Date: APR 20, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Linda Walker Bynoe For For Management 1.2 Elect Director Nicholas D. Chabraja For For Management 1.3 Elect Director Susan Crown For For Management 1.4 Elect Director Dipak C. Jain For For Management 1.5 Elect Director Robert W. Lane For For Management 1.6 Elect Director Robert C. McCormack For For Management 1.7 Elect Director Edward J. Mooney For For Management 1.8 Elect Director John W. Rowe For For Management 1.9 Elect Director David H.B. Smith, Jr. For For Management 1.10 Elect Director William D. Smithburg For For Management 1.11 Elect Director Enrique J. Sosa For For Management 1.12 Elect Director Charles A. Tribbett, III For For Management 1.13 Elect Director Frederick H. Waddell For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NORTHROP GRUMMAN CORPORATION Ticker: NOC Security ID: 666807102 Meeting Date: MAY 19, 2010 Meeting Type: Annual Record Date: MAR 23, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Wesley G. Bush For For Management 2 Elect Director Lewis W. Coleman For For Management 3 Elect Director Thomas B. Fargo For For Management 4 Elect Director Victor H. Fazio For For Management 5 Elect Director Donald E. Felsinger For For Management 6 Elect Director Stephen E. Frank For For Management 7 Elect Director Bruce S. Gordon For For Management 8 Elect Director Madeleine Kleiner For For Management 9 Elect Director Karl J. Krapek For For Management 10 Elect Director Richard B. Myers For For Management 11 Elect Director Aulana L. Peters For For Management 12 Elect Director Kevin W. Sharer For For Management 13 Ratify Auditors For For Management 14 Amend Certificate of Incorporation to For For Management Provide Shareholders the Right to Call Special Meetings and Make Other Revisions 15 Amend Certificate of Incorporation of For For Management Subsidiary to Eliminate Requirement of Shareholder Approval of Certain Actions 16 Reincorporate in Another State [from Against Against Shareholder Delaware to North Dakota] - -------------------------------------------------------------------------------- NRG ENERGY INC Ticker: NRG Security ID: 629377508 Meeting Date: JUL 21, 2009 Meeting Type: Proxy Contest Record Date: JUN 15, 2009 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (White Card) None None 1.1 Elect Director John F. Chlebowski For For Management 1.2 Elect Director Howard E. Cosgrove For For Management 1.3 Elect Director William E. Hantke For For Management 1.4 Elect Director Anne C. Schaumburg For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Adopt Majority Voting for Uncontested For For Management Election of Directors 5 Ratify Auditors For For Management 6 Report on Carbon Principles Against Against Shareholder 7 Change Size of Board of Directors Against Against Shareholder 8 Repeal Amendments Adopted Without Against Against Shareholder Stockholder Approval After February 26, 2008 # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (Blue Card) None None 1.1 Elect Director Betsy S. Atkins For Did Not Vote Shareholder 1.2 Elect Director Ralph E. Faison For Did Not Vote Shareholder 1.3 Elect Director Coleman Peterson For Did Not Vote Shareholder 1.4 Elect Director Thomas C. Wajnert For Did Not Vote Shareholder 2 Change Size of Board of Directors For Did Not Vote Shareholder 3 Elect Director Donald DeFosset For Did Not Vote Shareholder 4 Elect Director Richard H. Koppes For Did Not Vote Shareholder 5 Elect Director John M. Albertine For Did Not Vote Shareholder 6 Elect Director Marjorie L. Bowen For Did Not Vote Shareholder 7 Elect Director Ralph G. Wellington For Did Not Vote Shareholder 8 Repeal Amendments Adopted Without For Did Not Vote Shareholder Stockholder Approval After February 26, 2008 9 Amend Omnibus Stock Plan For Did Not Vote Management 10 Amend Executive Incentive Bonus Plan For Did Not Vote Management 11 Adopt Majority Voting for Uncontested For Did Not Vote Management Election of Directors 12 Ratify Auditors For Did Not Vote Management 13 Report on Carbon Principles None Did Not Vote Shareholder - -------------------------------------------------------------------------------- OCCIDENTAL PETROLEUM CORPORATION Ticker: OXY Security ID: 674599105 Meeting Date: MAY 7, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Spencer Abraham For Against Management 2 Elect Director John S. Chalsty For Against Management 3 Elect Director Stephen I. Chazen For For Management 4 Elect Director Edward P. Djerejian For For Management 5 Elect Director John E. Feick For For Management 6 Elect Director Carlos M. Gutierrez For For Management 7 Elect Director Ray R. Irani For Against Management 8 Elect Director Irvin W. Maloney For For Management 9 Elect Director Avedick B. Poladian For Against Management 10 Elect Director Rodolfo Segovia For Against Management 11 Elect Director Aziz D. Syriani For For Management 12 Elect Director Rosemary Tomich For Against Management 13 Elect Director Walter L. Weisman 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 17 Limit Executive Compensation Against Against Shareholder 18 Require Independent Board Chairman Against Against Shareholder 19 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 20 Report on Host Country Social and Against Against Shareholder Environmental Laws 21 Require a Majority Vote for the Against Against Shareholder Election of Directors 22 Report on Policy for Increasing Safety Against Against Shareholder by Reducing Hazardous Substance Usage and Re-locating Facilities 23 Double Trigger on Equity Plans Against Against Shareholder - -------------------------------------------------------------------------------- OMNICOM GROUP INC. Ticker: OMC Security ID: 681919106 Meeting Date: MAY 25, 2010 Meeting Type: Annual Record Date: APR 5, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John D. Wren For For Management 1.2 Elect Director Bruce Crawford For For Management 1.3 Elect Director Alan R. Batkin For For Management 1.4 Elect Director Robert Charles Clark For For Management 1.5 Elect Director Leonard S. Coleman, Jr. For For Management 1.6 Elect Director Errol M. Cook For For Management 1.7 Elect Director Susan S. Denison For For Management 1.8 Elect Director Michael A. Henning For For Management 1.9 Elect Director John R. Murphy For For Management 1.10 Elect Director John R. Purcell For For Management 1.11 Elect Director Linda Johnson Rice For For Management 1.12 Elect Director Gary L. Roubos For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Adopt Majority Voting for Uncontested For For Management Election of Directors 5 Reimburse Proxy Contest Expenses Against For Shareholder 6 Adopt a Policy in which the Company Against Against Shareholder will not Make or Promise to Make Any Death Benefit Payments to Senior Executives 7 Reduce Supermajority Vote Requirement Against For Shareholder - -------------------------------------------------------------------------------- ORACLE CORP. Ticker: ORCL Security ID: 68389X105 Meeting Date: OCT 7, 2009 Meeting Type: Annual Record Date: AUG 10, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey S. Berg For Withhold Management 1.2 Elect Director H. Raymond Bingham For For Management 1.3 Elect Director Michael J. Boskin For For Management 1.4 Elect Director Safra A. Catz For For Management 1.5 Elect Director Bruce R. Chizen For For Management 1.6 Elect Director George H. Conrades For For Management 1.7 Elect Director Lawrence J. Ellison For For Management 1.8 Elect Director Hector Garcia-Molina For Withhold Management 1.9 Elect Director Jeffrey O. Henley For For Management 1.10 Elect Director Donald L. Lucas For For Management 1.11 Elect Director Charles E. Phillips, Jr. For For Management 1.12 Elect Director Naomi O. Seligman For Withhold Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 6 Stock Retention/Holding Period Against Against Shareholder - -------------------------------------------------------------------------------- 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 Against 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 For 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 For 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 - -------------------------------------------------------------------------------- PG&E CORPORATION Ticker: PCG Security ID: 69331C108 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director David R. Andrews For For Management 2 Elect Director Lewis Chew For For Management 3 Elect Director C. Lee Cox For For Management 4 Elect Director Peter A. Darbee For For Management 5 Elect Director Maryellen C. Herringer For For Management 6 Elect Director Roger H. Kimmel For For Management 7 Elect Director Richard A. Meserve For For Management 8 Elect Director Forrest E. Miller For For Management 9 Elect Director Rosendo G. Parra For For Management 10 Elect Director Barbara L. Rambo For For Management 11 Elect Director Barry Lawson Williams For For Management 12 Ratify Auditors For For Management 13 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 14 Amend Omnibus Stock Plan For For Management 15 Require Independent Board Chairman Against Against Shareholder 16 Limits for Directors Involved with Against Against Shareholder Bankruptcy 17 Report on Political Contributions 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 For Shareholder - -------------------------------------------------------------------------------- PPG INDUSTRIES, INC. Ticker: PPG Security ID: 693506107 Meeting Date: APR 15, 2010 Meeting Type: Annual Record Date: FEB 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James G. Berges For For Management 1.2 Elect Director Victoria F. Haynes For For Management 1.3 Elect Director Martin H. Richenhagen For For Management 2 Ratify Auditors For For Management 3 Report on Community Environmental Against Against Shareholder Impact Disclosure Process - -------------------------------------------------------------------------------- PPL CORPORATION Ticker: PPL Security ID: 69351T106 Meeting Date: MAY 19, 2010 Meeting Type: Annual Record Date: FEB 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stuart E. Graham For For Management 1.2 Elect Director Stuart Heydt For For Management 1.3 Elect Director Craig A. Rogerson For For Management 2 Declassify the Board of Directors For For Management 3 Ratify Auditors For For Management 4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 5 Require a Majority Vote for the Against Against Shareholder Election of Directors - -------------------------------------------------------------------------------- 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 For 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 Against Management 17 Provide for Cumulative Voting Against Against Shareholder 18 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- PRUDENTIAL FINANCIAL, INC. Ticker: PRU Security ID: 744320102 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: MAR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Thomas J. Baltimore, Jr. For For Management 2 Elect Director Gordon M. Bethune For For Management 3 Elect Director Gaston Caperton For For Management 4 Elect Director Gilbert F. Casellas For For Management 5 Elect Director James G. Cullen For For Management 6 Elect Director William H. Gray, III For For Management 7 Elect Director Mark B. Grier For For Management 8 Elect Director Jon F. Hanson For For Management 9 Elect Director Constance J. Horner For For Management 10 Elect Director Karl J. Krapek For For Management 11 Elect Director Christine A. Poon For For Management 12 Elect Director John R. Strangfield For For Management 13 Elect Director James A. Unruh For For Management 14 Ratify Auditors For For Management 15 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation - -------------------------------------------------------------------------------- PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED Ticker: PEG Security ID: 744573106 Meeting Date: APR 20, 2010 Meeting Type: Annual Record Date: FEB 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Albert R. Gamper, Jr. For For Management 2 Elect Director Conrad K. Harper For For Management 3 Elect Director William V. Hickey For For Management 4 Elect Director Ralph Izzo For For Management 5 Elect Director Shirley Ann Jackson For For Management 6 Elect Director David Lilley For For Management 7 Elect Director Thomas A. Renyi For For Management 8 Elect Director Hak Cheol Shin For For Management 9 Elect Director Richard J. Swift For For Management 10 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PULTE HOMES INC. Ticker: PHM Security ID: 745867101 Meeting Date: AUG 18, 2009 Meeting Type: Special Record Date: JUL 10, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Increase Authorized Common Stock For For Management 3 Change Company Name For For Management 4 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- PULTEGROUP, INC. Ticker: PHM Security ID: 745867101 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas M. Schoewe For For Management 1.2 Elect Director Timothy R. Eller For For Management 1.3 Elect Director Clint W. Murchison III For For Management 1.4 Elect Director Richard J. Dugas, Jr. For For Management 1.5 Elect Director David N. McCammon For For Management 1.6 Elect Director James J. Postl For For Management 2 Declassify the Board of Directors For For Management 3 Amend Stock Ownership Limitations For For Management 4 Ratify Auditors For For Management 5 Require a Majority Vote for the Against Against Shareholder Election of Directors 6 Require Independent Board Chairman Against Against Shareholder 7 Performance-Based Equity Awards Against Against Shareholder 8 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 9 Stock Retention/Holding Period Against Against Shareholder 10 Reimburse Expenses Incurred by Against For Shareholder Stockholder in Contested Election of Directors - -------------------------------------------------------------------------------- REGIONS FINANCIAL CORPORATION Ticker: RF Security ID: 7591EP100 Meeting Date: MAY 13, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Samuel W. Bartholomew, For For Management Jr. 2 Elect Director George W. Bryan For For Management 3 Elect Director David J. Cooper, Sr. For For Management 4 Elect Director Earnest W. Deavenport, For For Management Jr. 5 Elect Director Don DeFosset For For Management 6 Elect Director O.B. Grayson Hall, Jr. For For Management 7 Elect Director Charles D. McCrary For For Management 8 Elect Director James R. Malone For For Management 9 Elect Director Susan W. Matlock For For Management 10 Elect Director John E. Maupin, Jr. For For Management 11 Elect Director John R. Roberts For For Management 12 Elect Director Lee J. Styslinger III For For Management 13 Advisory Vote on Executive Compensation For For Management 14 Approve Omnibus Stock Plan For Against Management 15 Increase Authorized Common Stock For For Management 16 Ratify Auditors For For Management 17 Adopt Anti Gross-up Policy Against Against Shareholder 18 Report on Political Contributions Against For Shareholder - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- SHERWIN-WILLIAMS COMPANY, THE Ticker: SHW Security ID: 824348106 Meeting Date: APR 20, 2010 Meeting Type: Annual Record Date: FEB 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Fix Number of Directors at 11 and Elect For For Management Director Arthur F. Anton 1.2 Elect Director James C. Boland For For Management 1.3 Elect Director Christopher M. Connor For For Management 1.4 Elect Director David F. Hodnik For For Management 1.5 Elect Director Thomas G. Kadien For For Management 1.6 Elect Director Susan J. Kropf For For Management 1.7 Elect Director Gary E. McCullough For For Management 1.8 Elect Director A. Malachi Mixon, III For For Management 1.9 Elect Director Curtis E. Moll For For Management 1.10 Elect Director Richard K. Smucker For For Management 1.11 Elect Director John M. Stropki, Jr. For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify Auditors For For Management 4 Require a Majority Vote for the Against Against Shareholder Election of Directors - -------------------------------------------------------------------------------- ST. JUDE MEDICAL, INC. Ticker: STJ Security ID: 790849103 Meeting Date: MAY 7, 2010 Meeting Type: Annual Record Date: MAR 10, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stuart M. Essig For For Management 1.2 Elect Director Barbara B. Hill For For Management 1.3 Elect Director Michael A. Rocca For For Management 2 Ratify Auditors For For Management 3 Prepare Sustainability Report Against For Shareholder - -------------------------------------------------------------------------------- STANLEY BLACK & DECKER, INC. Ticker: SWK Security ID: 854502101 Meeting Date: MAY 20, 2010 Meeting Type: Annual Record Date: APR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nolan D. Archibald For For Management 1.2 Elect Director John G. Breen For Withhold Management 1.3 Elect Director George W. Buckley For For Management 1.4 Elect Director Virgis W. Colbert For Withhold Management 1.5 Elect Director Manuel A. Fernandez For For Management 1.6 Elect Director Benjamin H. Griswold, IV For For Management 1.7 Elect Director Anthony Luiso For For Management 1.8 Elect Director John F. Lundgren For Withhold Management 1.9 Elect Director Robert L. Ryan For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- STAPLES, INC. Ticker: SPLS Security ID: 855030102 Meeting Date: JUN 7, 2010 Meeting Type: Annual Record Date: APR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Basil L. Anderson For For Management 2 Elect Director Arthur M. Blank For For Management 3 Elect Director Mary Elizabeth Burton For For Management 4 Elect Director Justin King For For Management 5 Elect Director Carol Meyrowitz For For Management 6 Elect Director Rowland T. Moriarty For For Management 7 Elect Director Robert C. Nakasone For For Management 8 Elect Director Ronald L. Sargent For For Management 9 Elect Director Elizabeth A. Smith For For Management 10 Elect Director Robert E. Sulentic For For Management 11 Elect Director Vijay Vishwanath For For Management 12 Elect Director Paul F. Walsh For For Management 13 Approve Executive Incentive Bonus Plan For For Management 14 Amend Omnibus Stock Plan For For Management 15 Ratify Auditors For For Management 16 Provide Right to Act by Written Consent Against For Shareholder 17 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings - -------------------------------------------------------------------------------- STARWOOD HOTELS & RESORTS WORLDWIDE, INC. Ticker: HOT Security ID: 85590A401 Meeting Date: MAY 13, 2010 Meeting Type: Annual Record Date: MAR 17, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Adam M. Aron For For Management 1.2 Elect Director Charlene Barshefsky For For Management 1.3 Elect Director Thomas E. Clarke For For Management 1.4 Elect Director Clayton C. Daley, Jr. For For Management 1.5 Elect Director Bruce W. Duncan For For Management 1.6 Elect Director Lizanne Galbreath For For Management 1.7 Elect Director Eric Hippeau For For Management 1.8 Elect Director Stephen R. Quazzo For For Management 1.9 Elect Director Thomas O. Ryder For For Management 1.10 Elect Director Frits van Paasschen For For Management 1.11 Elect Director Kneeland C. Youngblood For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: JUN 9, 2010 Meeting Type: Annual Record Date: APR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Calvin Darden For For Management 2 Elect Director Anne M. Mulcahy For For Management 3 Elect Director Stephen W. Sanger For For Management 4 Elect Director Gregg W. Steinhafel For For Management 5 Ratify Auditors For For Management 6 Declassify the Board of Directors For For Management 7 Reduce Supermajority Vote Requirement For For Management 8 Amend Articles of Incorporation For For Management 9 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Ticker: TMO Security ID: 883556102 Meeting Date: MAY 26, 2010 Meeting Type: Annual Record Date: MAR 29, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Marc N. Casper For For Management 2 Elect Director Tyler Jacks For For Management 3 Ratify 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 Against Management 15 Provide Right to Call Special Meeting For For Management 16 Reduce Supermajority Vote Requirement Against For Shareholder 17 Stock Retention/Holding Period Against Against Shareholder 18 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- TRANSOCEAN LTD. Ticker: RIG Security ID: H8817H100 Meeting Date: MAY 14, 2010 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For Did Not Vote Management Statutory Reports 2 Approve Discharge of Board and Senior For Did Not Vote Management Management 3 Approve Allocation of Income and For Did Not Vote Management Omission of Dividends 4 Change Location of Registered Office to For Did Not Vote Management Steinhausen, Switzerland 5 Approve Creation of CHF 2.5 Billion For Did Not Vote Management Pool of Capital without Preemptive Rights 6 Approve Reduction in Share Capita and For Did Not Vote Management Repayment of $3.11 per Sharel 7 Amend Articles Re: Share Certificates For Did Not Vote Management due to New Swiss Federal Act on Intermediated Securities 8a Elect Steven Newman as Director For Did Not Vote Management 8b Reelect Thomas Carson as Director For Did Not Vote Management 8c Reelect Robert Sprague as Director For Did Not Vote Management 8d Reelect J. Michael Talbert as Director For Did Not Vote Management 8e Reelect John Whitmire as Director For Did Not Vote Management 9 Appointment Of Ernst & Young LLP as For Did Not Vote Management Independent Registered Public Accounting Firm for Fiscal Year 2010 10 Transact Other Business (Voting) For Did Not Vote Management - -------------------------------------------------------------------------------- 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 For Management 1.5 Elect Director Jay S. Fishman For For Management 1.6 Elect Director Lawrence G. Graev For For Management 1.7 Elect Director Patricia L. Higgins For For Management 1.8 Elect Director Thomas R. Hodgson For For Management 1.9 Elect Director Cleve L. Killingsworth, For For Management Jr. 1.10 Elect Director 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 - -------------------------------------------------------------------------------- TYCO ELECTRONICS LTD. Ticker: TEL Security ID: H8912P106 Meeting Date: OCT 8, 2009 Meeting Type: Special Record Date: AUG 24, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 To Approve Payment Of A Distribution To For Did Not Vote Management Shareholders Through Areduction Of The Par Value Of Our Shares, Such Payment To Bemade In Two Installments On Or Before March 26, 2010 (the End Ofthe Second Fiscal Quarter Of 2010). 2 To Approve Any Adjournments Or For Did Not Vote Management Postponements Of Theextraordinary General Meeting. 3 Transact Other Business (Voting) For Did Not Vote Management - -------------------------------------------------------------------------------- TYCO ELECTRONICS LTD. Ticker: TEL Security ID: H8912P106 Meeting Date: MAR 10, 2010 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Reelect Pierre Brondeau as Director For Did Not Vote Management 1.2 Reelect Ram Charan as Director For Did Not Vote Management 1.3 Reelect Juergen Gromer as Director For Did Not Vote Management 1.4 Reelect Robert Hernandez as Director For Did Not Vote Management 1.5 Reelect Thomas Lynch as Director For Did Not Vote Management 1.6 Reelect Daniel Phelan as Director For Did Not Vote Management 1.7 Reelect Frederic Poses as Director For Did Not Vote Management 1.8 Reelect Lawrence Smith as Director For Did Not Vote Management 1.9 Reelect Paula Sneed as Director For Did Not Vote Management 1.10 Reelect David Steiner as Director For Did Not Vote Management 1.11 Reelect John Van Scoter as Director For Did Not Vote Management 2.1 Accept Annual Report for Fiscal For Did Not Vote Management 2008/2009 2.2 Accept Statutory Financial Statements For Did Not Vote Management for Fiscal 2008/2009 2.3 Accept Consolidated Financial For Did Not Vote Management Statements for Fiscal 2008/2009 3 Approve Share Capital Reduction and For Did Not Vote Management Repayment of $0.64 per Share 4 Approve Discharge of Board and Senior For Did Not Vote Management Management 5 Increase the Number of Shares Available For Did Not Vote Management for Awards under Tyco Electronics Ltd. 2007 Stock and Incentive Plan 6.1 Ratify Deloitte & Touche LLP as For Did Not Vote Management Independent Registered Public Accounting Firm for Fiscal 2009/2010 6.2 Ratify Deloitte AG as Swiss Registered For Did Not Vote Management Auditors for Fiscal 2009/2010 6.3 Ratify PricewaterhouseCoopers AG as For Did Not Vote Management Special Auditor for Fiscal 2009/2010 7 Adjourn Meeting For Did Not Vote Management 8 Transact Other Business (Voting) For Did Not Vote Management - -------------------------------------------------------------------------------- UNITED PARCEL SERVICE, INC. Ticker: UPS Security ID: 911312106 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director F. Duane Ackerman For For Management 1.2 Elect Director Michael J. Burns For For Management 1.3 Elect Director D. Scott Davis For For Management 1.4 Elect Director Stuart E. Eizenstat For For Management 1.5 Elect Director Michael L. Eskew For For Management 1.6 Elect Director William R. Johnson For For Management 1.7 Elect Director Ann M. Livermore For Withhold Management 1.8 Elect Director Rudy Markham For For Management 1.9 Elect Director John W. Thompson For For Management 1.10 Elect Director Carol B. Tome For For Management 2 Ratify Auditors For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors - -------------------------------------------------------------------------------- UNITED STATES STEEL CORPORATION Ticker: X Security ID: 912909108 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: FEB 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John G. Drosdick For For Management 1.2 Elect Director Charles R. Lee For For Management 1.3 Elect Director Jeffrey M. Lipton For For Management 1.4 Elect Director Dan O. Dinges For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Approve/Amend Executive Incentive Bonus For For Management Plan - -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORPORATION Ticker: UTX Security ID: 913017109 Meeting Date: APR 14, 2010 Meeting Type: Annual Record Date: FEB 16, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Louis R. Chenevert For For Management 1.2 Elect Director John V. Faraci For For Management 1.3 Elect Director Jean-Pierre Garnier, For For Management Ph.D. 1.4 Elect Director Jamie S. Gorelick For For Management 1.5 Elect Director Carlos M. Gutierrez For For Management 1.6 Elect Director Edward A. Kangas For For Management 1.7 Elect Director Charles R. Lee For For Management 1.8 Elect Director Richard D. McCormick For For Management 1.9 Elect Director Harold McGraw, III For For Management 1.10 Elect Director Richard B. Myers For For Management 1.11 Elect Director H. Patrick Swygert For For Management 1.12 Elect Director Andre Villeneuve For For Management 1.13 Elect Director Christine Todd Whitman For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 20, 2010 Meeting Type: Annual Record Date: NOV 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert W. Matschullat For For Management 1.2 Elect Director Cathy E. Minehan For For Management 1.3 Elect Director David J. Pang For For Management 1.4 Elect Director William S. Shanahan For For Management 1.5 Elect Director John A. Swainson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- VODAFONE GROUP PLC Ticker: VOD Security ID: G93882135 Meeting Date: JUL 28, 2009 Meeting Type: Annual Record Date: JUL 10, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Re-elect Sir John Bond as Director For For Management 3 Re-elect John Buchanan as Director For For Management 4 Re-elect Vittorio Colao as Director For For Management 5 Elect Michel Combes as Director For For Management 6 Re-elect Andy Halford as Director For For Management 7 Re-elect Alan Jebson as Director For For Management 8 Elect Samuel Jonah as Director For For Management 9 Re-elect Nick Land as Director For For Management 10 Re-elect Anne Lauvergeon as Director For For Management 11 Re-elect Simon Murray as Director For For Management 12 Elect Stephen Pusey as Director For For Management 13 Re-elect Luc Vandevelde as Director For For Management 14 Re-elect Anthony Watson as Director For For Management 15 Re-elect Philip Yea as Director For For Management 16 Approve Final Dividend of 5.20 Pence For For Management Per Ordinary Share 17 Approve Remuneration Report For For Management 18 Reappoint Deloitte LLP as Auditors of For For Management the Company 19 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 20 Authorise Issue of Equity or For For Management Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 1,193,532,658 21 Subject to the Passing of Resolution For For Management 20, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 330,323,367 22 Authorise 5,200,000,000 Ordinary Shares For For Management for Market Purchase 23 Adopt New Articles of Association For For Management 24 Approve That a General Meeting Other For For Management Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice - -------------------------------------------------------------------------------- W.W. GRAINGER, INC. Ticker: GWW Security ID: 384802104 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brian P. Anderson For For Management 1.2 Elect Director Wilbur H. Gantz For For Management 1.3 Elect Director V. Ann Hailey For For Management 1.4 Elect Director William K. Hall For For Management 1.5 Elect Director Stuart L. Levenick For For Management 1.6 Elect Director John W. McCarter, Jr. For For Management 1.7 Elect Director Neil S. Novich For For Management 1.8 Elect Director Michael J. Roberts For For Management 1.9 Elect Director Gary L. Rogers For For Management 1.10 Elect Director James T. Ryan For For Management 1.11 Elect Director E. Scott Santi For For Management 1.12 Elect Director James D. Slavik For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- WAL-MART STORES, INC. Ticker: WMT Security ID: 931142103 Meeting Date: JUN 4, 2010 Meeting Type: Annual Record Date: APR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Aida M. Alvarez For For Management 2 Elect Director James W. Breyer For For Management 3 Elect Director M. Michele Burns For For Management 4 Elect Director James I. Cash, Jr. For For Management 5 Elect Director Roger C. Corbett For For Management 6 Elect Director Douglas N. Daft For For Management 7 Elect Director Michael T. Duke For For Management 8 Elect Director Gregory B. Penner For For Management 9 Elect Director Steven S. Reinemund For For Management 10 Elect Director H. Lee Scott, Jr. For For Management 11 Elect Director Arne M. Sorenson For For Management 12 Elect Director Jim C. Walton For For Management 13 Elect Director S. Robson Walton For For Management 14 Elect Director Christopher J. Williams For For Management 15 Elect Director Linda S. Wolf For For Management 16 Ratify Auditors For For Management 17 Approve Omnibus Stock Plan For For Management 18 Amend Sharesave Plan For For Management 19 Amend EEO Policy to Prohibit Against For Shareholder Discrimination based on Sexual Orientation and Gender Identity 20 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 21 Report on Political Contributions Against For Shareholder 22 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 23 Require Suppliers to Adopt CAK Against Against Shareholder 24 Report on Process for Identifying and Against Against Shareholder Prioritizing Public Policy Activities - -------------------------------------------------------------------------------- WALGREEN CO. Ticker: WAG Security ID: 931422109 Meeting Date: JAN 13, 2010 Meeting Type: Annual Record Date: NOV 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven A. Davis For For Management 1.2 Elect Director William C. Foote For For Management 1.3 Elect Director Mark P. Frissora For For Management 1.4 Elect Director Alan G. McNally For For Management 1.5 Elect Director Nancy M. Schlichting For For Management 1.6 Elect Director David Y. Schwartz For For Management 1.7 Elect Director Alejandro Silva For For Management 1.8 Elect Director James A. Skinner For For Management 1.9 Elect Director Gregory D. Wasson For For Management 2 Ratify Auditors For For Management 3 Amend Stock Option Plan For Against Management 4 Reduce Supermajority Vote Requirement Against For Shareholder 5 Performance-Based Equity Awards Against Against Shareholder 6 Report on Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- WALT DISNEY COMPANY, THE Ticker: DIS Security ID: 254687106 Meeting Date: MAR 10, 2010 Meeting Type: Annual Record Date: JAN 11, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Susan E. Arnold For For Management 2 Elect Director John E. Bryson For For Management 3 Elect Director John S. Chen For For Management 4 Elect Director Judith L. Estrin For For Management 5 Elect Director Robert A. Iger For For Management 6 Elect Director Steven P. Jobs For For Management 7 Elect Director Fred H. Langhammer For For Management 8 Elect Director Aylwin B. Lewis For For Management 9 Elect Director Monica C. Lozano For For Management 10 Elect Director Robert W. Matschullat For For Management 11 Elect Director John E. Pepper, Jr. For For Management 12 Elect Director Sheryl Sandberg For For Management 13 Elect Director Orin C. Smith For For Management 14 Ratify Auditors For For Management 15 Amend Omnibus Stock Plan For Against Management 16 Reduce Supermajority Vote Requirement For For Management 17 Reduce Supermajority Vote Requirement For For Management 18 Amend Articles of Incorporation to For For Management Delete Certain Tracking Stock Provisions 19 Amend Articles of Incorporation to For For Management Delete Classified Board Transition Provisions 20 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 21 Amend EEO Policy to Prohibit Against Against Shareholder Discrimination Based on Ex-Gay Status - -------------------------------------------------------------------------------- WATERS CORPORATION Ticker: WAT Security ID: 941848103 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: MAR 17, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joshua Bekenstein For For Management 1.2 Elect Director Michael J. Berendt For For Management 1.3 Elect Director Douglas A. Berthiaume For For Management 1.4 Elect Director Edward Conard For For Management 1.5 Elect Director Laurie H. Glimcher For For Management 1.6 Elect Director Christopher A. Kuebler For For Management 1.7 Elect Director William J. Miller For For Management 1.8 Elect Director Joann A. Reed For For Management 1.9 Elect Director Thomas P. Salice For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- 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 For 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 Against 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 For 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 For 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 Against 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 - -------------------------------------------------------------------------------- WILLIAMS COMPANIES, INC., THE Ticker: WMB Security ID: 969457100 Meeting Date: MAY 20, 2010 Meeting Type: Annual Record Date: MAR 29, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Kathleen B. Cooper For For Management 2 Elect Director William R. Granberry For For Management 3 Elect Director William G. Lowrie For For Management 4 Declassify the Board of Directors For For Management 5 Amend Omnibus Stock Plan For For Management 6 Ratify Auditors For For Management 7 Report on Environmental Impacts of Against For Shareholder Natural Gas Fracturing 8 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- 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: TOTAL RETURN VARIABLE ACCOUNT By (Signature and Title) MARIA F. DWYER* ------------------------------------------- Maria F. Dwyer, Principal Executive Officer Date: August 26, 2010 *By (Signature and Title) /s/ Susan S. Newton ------------------------------------------ Susan S. Newton, as attorney-in-fact * Executed by Susan S. Newton on behalf of Maria F. Dwyer pursuant to a Power of Attorney dated October 27, 2008. (1) (1) Incorporated by reference to MFS Series Trust XIII (File Nos. 2-74959 and 811-3327) Post-Effective Amendment No. 42 filed with the SEC via EDGAR on June 25, 2009.