UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-04494
The Gabelli Asset Fund
(Exact name of registrant as specified in charter)
One Corporate Center
Rye, New York 10580-1422
(Address of principal executive offices) (Zip code)
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422
(Name and address of agent for service)
Registrant's telephone number, including area code: 1-800-422-3554
Date of fiscal year end: December 31
Date of reporting period: July 1, 2009 - June 30, 2010
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (Sections 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC
20549. The OMB has reviewed this collection of information under the clearance
requirements of 44 U.S.C. Section 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2009 TO JUNE 30, 2010
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 1
The Gabelli Asset Fund
Investment Company Report
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HELLENIC TELECOMMUNICATIONS ORGANIZATION S A
SECURITY X3258B102 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 10-Jul-2009
ISIN GRS260333000 AGENDA 702030608 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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1. Amend the terms of the Stock Option Plan for executives of Management No Action
the Company and affiliated Companies, according to the
Article 42e of the Codified Law 2190/1920
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BT GROUP PLC
SECURITY G16612106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 15-Jul-2009
ISIN GB0030913577 AGENDA 701978681 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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1. Receive the report and accounts Management For For
2. Approve the remuneration report Management For For
3. Declare the final dividend Management For For
4. Re-elect Mr. Clayton Brendish Management For For
5. Re-elect Mr. Phil Hodkinson Management For For
6. Elect Mr.Tony Chanmugam Management For For
7. Re-appoint the Auditors Management For For
8. Approve the remuneration of the Auditors Management For For
9. Grant authority to allot shares Management For For
S.10 Grant authority to allot shares for cash Management For For
S.11 Grant authority to purchase own shares Management For For
S.12 Amend and adopt new Articles Management For For
S.13 Approve the 14 days notice of meetings Management For For
14. Grant authority for the political donations Management For For
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MACROVISION SOLUTIONS CORPORATION
SECURITY 55611C108 MEETING TYPE Annual
TICKER SYMBOL MVSN MEETING DATE 15-Jul-2009
ISIN US55611C1080 AGENDA 933104010 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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01 DIRECTOR Management
1 ALFRED J. AMOROSO For For
2 ANDREW K. LUDWICK For For
3 ALAN L. EARHART For For
4 ROBERT J. MAJTELES For For
5 JAMES E. MEYER For For
6 JAMES P. 0'SHAUGHNESSY For For
7 RUTHANN QUINDLEN For For
02 PROPOSAL TO AMEND MACROVISION SOLUTIONS CORPORATION'S Management For For
CERTIFICATE OF INCORPORATION TO CHANGE THE CORPORATE NAME
OF THE COMPANY.
03 PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS Management For For
MACROVISION SOLUTIONS CORPORATION INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE CURRENT YEAR.
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BT GROUP PLC
SECURITY 05577E101 MEETING TYPE Annual
TICKER SYMBOL BT MEETING DATE 15-Jul-2009
ISIN US05577E1010 AGENDA 933104224 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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01 REPORT AND ACCOUNTS Management For For
02 REMUNERATION REPORT Management For For
03 FINAL DIVIDEND Management For For
04 RE-ELECT CLAYTON BRENDISH Management For For
05 RE-ELECT PHIL HODKINSON Management For For
06 ELECT TONY CHANMUGAM Management For For
07 REAPPOINTMENT OF AUDITORS Management For For
08 REMUNERATION OF AUDITORS Management For For
09 AUTHORITY TO ALLOT SHARES Management For For
S10 AUTHORITY TO ALLOT SHARES FOR CASH Management For For
S11 AUTHORITY TO PURCHASE OWN SHARES Management For For
S12 AMEND AND ADOPT NEW ARTICLES Management For For
S13 14 DAYS' NOTICE OF MEETINGS Management For For
14 AUTHORITY FOR POLITICAL DONATIONS Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 2
The Gabelli Asset Fund
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THE GREAT ATLANTIC & PACIFIC TEA CO INC.
SECURITY 390064103 MEETING TYPE Annual
TICKER SYMBOL GAP MEETING DATE 16-Jul-2009
ISIN US3900641032 AGENDA 933108501 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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01 DIRECTOR Management
1 J.D. BARLINE For For
2 J.J. BOECKEL For For
3 B. GAUNT For For
4 A. GULDIN For For
5 C.W.E. HAUB For For
6 D. KOURKOUMELIS For For
7 E. LEWIS For For
8 G. MAYS For For
9 M.B. TART-BEZER For For
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SEACOAST BANKING CORPORATION OF FLORIDA
SECURITY 811707306 MEETING TYPE Annual
TICKER SYMBOL SBCF MEETING DATE 17-Jul-2009
ISIN US8117073069 AGENDA 933077427 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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01 DIRECTOR Management
1 JEFFREY C. BRUNER For For
2 H. GILBERT CULBRETH, JR For For
3 CHRISTOPHER E. FOGAL For For
4 DALE M. HUDSON For For
02 INCREASE AUTHORIZED CAPITAL STOCK. Management For For
03 AMEND ARTICLE VII OF THE COMPANY'S ARTICLES OF Management For For
INCORPORATION-PROVISIONS RELATING TO BUSINESS COMBINATIONS.
04 AMEND ARTICLE X OF THE ARTICLES OF INCORPORATION- Management For For
AMENDMENT OF ARTICLES OF INCORPORATION.
05 AMEND EMPLOYEE STOCK PURCHASE PLAN. Management For For
06 ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION. Management For For
07 ADJOURNMENT OF THE ANNUAL MEETING. Management For For
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WYETH
SECURITY 983024100 MEETING TYPE Annual
TICKER SYMBOL WYE MEETING DATE 20-Jul-2009
ISIN US9830241009 AGENDA 933114869 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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01 VOTE TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS Management For For
OF JANUARY 25, 2009, AMONG PFIZER INC., WAGNER ACQUISITION
CORP. AND WYETH, AS IT MAY BE AMENDED FROM TIME TO TIME
02 VOTE TO APPROVE THE ADJOURNMENT OF THE MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT
3A ELECTION OF DIRECTOR: ROBERT M. AMEN Management For For
3B ELECTION OF DIRECTOR: MICHAEL J. CRITELLI Management For For
3C ELECTION OF DIRECTOR: FRANCES D. FERGUSSON Management For For
3D ELECTION OF DIRECTOR: VICTOR F. GANZI Management For For
3E ELECTION OF DIRECTOR: ROBERT LANGER Management For For
3F ELECTION OF DIRECTOR: JOHN P. MASCOTTE Management For For
3G ELECTION OF DIRECTOR: RAYMOND J. MCGUIRE Management For For
3H ELECTION OF DIRECTOR: MARY LAKE POLAN Management For For
3I ELECTION OF DIRECTOR: BERNARD POUSSOT Management For For
3J ELECTION OF DIRECTOR: GARY L. ROGERS Management For For
3K ELECTION OF DIRECTOR: JOHN R. TORELL III Management For For
04 VOTE TO RATIFY PRICEWATERHOUSECOOPERS LLP AS WYETH'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009
05 STOCKHOLDER PROPOSAL REGARDING REPORTING ON WYETH'S Shareholder Against For
POLITICAL CONTRIBUTIONS AND TRADE ASSOCIATION PAYMENTS
06 STOCKHOLDER PROPOSAL REGARDING SPECIAL STOCKHOLDER MEETINGS Shareholder Against For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 3
The Gabelli Asset Fund
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PALM HARBOR HOMES, INC.
SECURITY 696639103 MEETING TYPE Annual
TICKER SYMBOL PHHM MEETING DATE 22-Jul-2009
ISIN US6966391038 AGENDA 933116344 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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01 DIRECTOR Management
1 LARRY H. KEENER For For
2 WILLIAM M. ASHBAUGH For For
3 FREDERICK R. MEYER For For
4 A. GARY SHILLING For For
5 TIM SMITH For For
6 W. CHRISTOPHER WELLBORN For For
7 JOHN H. WILSON For For
02 APPROVE THE ADOPTION OF THE PALM HARBOR HOMES 2009 STOCK Management For For
INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING MARCH
26, 2010.
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CONSTELLATION BRANDS, INC.
SECURITY 21036P108 MEETING TYPE Annual
TICKER SYMBOL STZ MEETING DATE 23-Jul-2009
ISIN US21036P1084 AGENDA 933112625 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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01 DIRECTOR Management
1 BARRY A. FROMBERG For For
2 JEANANNE K. HAUSWALD For For
3 JAMES A. LOCKE III For For
4 PETER M. PEREZ For For
5 RICHARD SANDS For For
6 ROBERT SANDS For For
7 PAUL L. SMITH For For
8 PETER H. SODERBERG For For
9 MARK ZUPAN For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING FEBRUARY 28, 2010.
03 PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF Management For For
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF THE COMPANY'S CLASS A COMMON STOCK FROM 315,000,000
SHARES TO 322,000,000 SHARES AND THE COMPANY'S CLASS 1
COMMON STOCK FROM 15,000,000 SHARES TO 25,000,000 SHARES.
04 PROPOSAL TO APPROVE THE FIRST AMENDMENT TO THE COMPANY'S Management Against Against
LONG-TERM STOCK INCENTIVE PLAN.
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MODINE MANUFACTURING COMPANY
SECURITY 607828100 MEETING TYPE Annual
TICKER SYMBOL MOD MEETING DATE 23-Jul-2009
ISIN US6078281002 AGENDA 933115342 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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01 DIRECTOR Management
1 FRANK W. JONES For For
2 DENNIS J. KUESTER For For
3 MICHAEL T. YONKER For For
02 APPROVE AN AMENDMENT TO THE AMENDED AND RESTATED ARTICLES Management For For
OF INCORPORATION TO PROVIDE FOR A MAJORITY VOTING STANDARD
FOR THE ELECTION OF DIRECTORS.
03 APPROVE AN AMENDMENT TO THE BYLAWS TO PROVIDE FOR A Management For For
MAJORITY VOTING STANDARD FOR THE ELECTION OF DIRECTORS.
04 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 4
The Gabelli Asset Fund
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BROWN-FORMAN CORPORATION
SECURITY 115637100 MEETING TYPE Annual
TICKER SYMBOL BFA MEETING DATE 23-Jul-2009
ISIN US1156371007 AGENDA 933118778 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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1A ELECTION OF DIRECTOR: PATRICK BOUSQUET-CHAVANNE Management For For
1B ELECTION OF DIRECTOR: GEO. GARVIN BROWN IV Management For For
1C ELECTION OF DIRECTOR: MARTIN S. BROWN, JR. Management For For
1D ELECTION OF DIRECTOR: JOHN D. COOK Management For For
1E ELECTION OF DIRECTOR: SANDRA A. FRAZIER Management For For
1F ELECTION OF DIRECTOR: RICHARD P. MAYER Management For For
1G ELECTION OF DIRECTOR: WILLIAM E. MITCHELL Management For For
1H ELECTION OF DIRECTOR: WILLIAM M. STREET Management For For
1I ELECTION OF DIRECTOR: DACE BROWN STUBBS Management For For
1J ELECTION OF DIRECTOR: PAUL C. VARGA Management For For
1K ELECTION OF DIRECTOR: JAMES S. WELCH, JR. Management For For
02 RE-APPROVAL OF THE PERFORMANCE MEASURES SET FORTH IN THE Management For For
2004 OMNIBUS COMPENSATION PLAN, AS DESCRIBED IN THE PROXY
STATEMENT.
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CITIGROUP INC.
SECURITY 172967101 MEETING TYPE Consent
TICKER SYMBOL C MEETING DATE 24-Jul-2009
ISIN US1729671016 AGENDA 933114693 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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01 APPROVE THE DIVIDEND BLOCKER AMENDMENT SET FORTH IN ANNEX Management For For
A TO THE PROXY STATEMENT.
02 APPROVE THE DIRECTOR AMENDMENT SET FORTH IN ANNEX B TO THE Management For For
PROXY STATEMENT.
03 APPROVE THE RETIREMENT AMENDMENT SET FORTH IN ANNEX C TO Management Against Against
THE PROXY STATEMENT.
04 APPROVE THE AUTHORIZED PREFERRED STOCK INCREASE SET FORTH Management Against Against
IN ANNEX D TO THE PROXY STATEMENT.
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VIVO PARTICIPACOES SA, SAO PAULO
SECURITY P9810G108 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 27-Jul-2009
ISIN BRVIVOACNOR1 AGENDA 701991831 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER
TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO
BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE
"PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST" IN THE Non-Voting
SAME AGENDA ITEM ARE N-OT ALLOWED. ONLY VOTES IN FAVOR
AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE-ALLOWED.
THANK YOU."
A. Approve to decide concerning the terms and conditions of Management For For
the draft protocol for the takeover of shares and
justification instrument signed by the administrations of
Telemig Celular Participacoes S.A. TCP and of the Company,
for the purpose of the takeover of shares of TCP by the
company for the conversion of TCP into a full subsidiary
of the Company, as specified in the material facts
B. Ratify the appointment by the administrators of the Management For For
Company and of TCP of [1] the specialized Company
Citigroup Global Markets Incorporation with Corporate tax
payer ID CNPJ NUMBER 05.986.949.0001.48 Citi to elevate
the net assets of the Company and of vivo part., based on
their respective economic value [2] and the specialized
Company Planconsult Planejamentoe Consultoria Ltda., with
Corporate Taxpayer Id CNPJ Number 51.163.748.0001.23
Planconsult to A Carry out the evaluation of the assets of
TCP and of the Company at market values, and B to valuate
the shares in TCP for the purposes of setting the increase
in the capital of the Company [C] And of the Independent
Evaluation Company Ernst and Young Auditors Independents
S.S Ernst and Young for the evaluation of the Net Assets
of TCP and of the Company based on their respective book
values
C. Approve to decide concerning the evaluation reports Management For For
mentioned in item b above and consequently the increase in
share capital as a result of the takeover of shares, in
accordance with the takeover protocol, with the amendment
of the wording of Article 5 of the Corporate bylaws of the
Company
D. Approve to decide concerning the proportion for the Management For For
substitution of the shares in TCP for new shares in the
Company to be issued, with the conversion of TCP into a
full subsidiary of the Company
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN Non-Voting
MEETING DATE. IF YOU HAVE-ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU D-ECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 5
The Gabelli Asset Fund
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VIVO PARTICIPACOES SA, SAO PAULO
SECURITY P9810G116 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 27-Jul-2009
ISIN BRVIVOACNPR8 AGENDA 701992237 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER
TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO
BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE
PLEASE NOTE THAT VOTES IN FAVOR 'AND' AGAINST IN THE SAME Non-Voting
AGENDA ITEM ARE NOT-ALLOWED. ONLY VOTES IN FAVOR AND/OR
ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED.
A. Approve to consider and decide concerning the terms and Non-Voting
conditions of the draf-t protocol for the takeover of
shares and justification instrument signed by t-he
administrations of Telemig Celular Participacoes S.A. TCP
and of the Compan-y, for the purpose of the takeover of
shares of TCP by the Company for the con-version of TCP
into a full subsidiary of the Company, as described in the
mate-rial facts
B. Ratify the appointment by the administrators of the Non-Voting
Company and of TCP of [I]-the specialized Company
Citigroup Global Markets Incorporations, with Corporat-e
Taxpayer Id CNPJ Number 05.986.949.0001.48 Citi, to
evaluate the net assets-of the Company and of vivo part,
based on their respective economic value, [II-] of the
specialized company Plan consult Planejamento e
Consultoria Ltda., wi-th Corporate Taxpayer Id CNPJ Number
51.163.748.0001.23 Planconsult to [a] car-ry out the
evaluation of the assets of TCP and of the Company at
market values-, and [B] To evaluate the shares in TCP for
the purposes of setting the increa-se in the capital of
the Company, [C] and of the Independent Evaluation
Compan-y Ernst and Young Auditors Independents Ernst and
Young for the evaluation of-the net assets of TCP and of
the Company based on their respective book values
PREFERRED SHAREHOLDERS CAN VOTE ON ITEMS C AND D ONLY Non-Voting
C. Approve to decide concerning the evaluation reports Management For For
mentioned in item B above and consequently the increase in
share capital as a result of the takeover of shares, in
accordance with the takeover protocol, with the amendment
of the wording of Article 5 of the Corporate Bylaws of the
Company
D. Approve to decide concerning the proportion for the Management For For
substitution of the shares in TCP for new shares in the
Company to be issued, with the conversion of TCP into a
full subsidiary of the Company
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN Non-Voting
MEETING DATE. IF YOU HAVE-ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU D-ECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
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VIVO PARTICIPACOES S.A.
SECURITY 92855S200 MEETING TYPE Special
TICKER SYMBOL VIV MEETING DATE 27-Jul-2009
ISIN US92855S2005 AGENDA 933115227 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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A ANALYZE AND RESOLVE ABOUT THE TERMS AND CONDITIONS OF THE Management For For
DRAFT OF THE PROTOCOL OF MERGER OF SHARES AND INSTRUMENT
OF JUSTIFICATION EXECUTED BY THE MANAGEMENTS OF TELEMIG
CELULAR PARTICIPACOES S.A. ("TCP") AND OF THE COMPANY, IN
CONNECTION WITH THE MERGER OF THE SHARES OF TCP INTO THE
COMPANY FOR THE CONVERSION OF TCP INTO A WHOLLY-OWNED
SUBSIDIARY OF THE COMPANY.
B RATIFY THE RETENTION, BY THE MANAGERS OF THE COMPANY AND Management For For
TCP, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
C ANALYZE AND RESOLVE ABOUT THE VALUATION REPORTS MENTIONED Management For For
IN ITEM (B) ABOVE AND THE CONSEQUENT CAPITAL INCREASE
RESULTING FROM THE MERGER OF SHARES, IN ACCORDANCE WITH
THE PROTOCOL OF MERGER, WITH THE AMENDMENT TO ARTICLE 5 OF
THE BY- LAWS OF THE COMPANY.
D RESOLVE ABOUT THE EXCHANGE RATIO OF SHARES OF TCP FOR NEW Management For For
SHARES OF THE COMPANY TO BE ISSUED, WITH THE CONVERSION OF
TCP INTO A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 6
The Gabelli Asset Fund
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REMY COINTREAU SA, COGNAC
SECURITY F7725A100 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 28-Jul-2009
ISIN FR0000130395 AGENDA 702026320 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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"French Resident Shareowners must complete, sign and Non-Voting
forward the Proxy Card di-rectly to the sub custodian.
Please contact your Client Service Representative-to
obtain the necessary card, account details and directions.
The following a-pplies to Non- Resident Shareowners: Proxy
Cards: Voting instructions will be f- orwarded to the
Global Custodians that have become Registered
Intermediaries,-on the Vote Deadline Date. In capacity as
Registered Intermediary, the Global-Custodian will sign
the Proxy Card and forward to the local custodian. If
you-are unsure whether your Global Custodian acts as
Registered Intermediary, plea-se contact your
representative."
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE Non-Voting
OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE OF "ABSTAIN" WILL
BE TREATED AS AN "AGAINST" VOTE.
O.1 Approve the unconsolidated accounts for the 2008/2009 FY Management For For
O.2 Approve the consolidated accounts for the 2008/2009 FY Management For For
O.3 Approve the distribution of profits and distribution of Management For For
dividends
O.4 Approve the agreements referred to in Articles L.225-38 of Management For For
the Commercial Code
O.5 Grant discharge to the Board of Directors Management For For
O.6 Approve the renewal of Mr. Francois Heriard Dubreuil's Management For For
mandate as a Board Member
O.7 Approve the renewal of Mr. Jacques-Etienne de T'Serclaes' Management For For
mandate as a Board Member
O.8 Approve the renewal of Mr. Gabriel Hawawini's mandate as a Management For For
Board Member
O.9 Approve the renewal of the Orpar Company's mandate as a Management For For
Board Member
O.10 Approve the attendance allowances Management For For
O.11 Approve an amendment to a commitment referred to in Management For For
Article L.225-42-1 of the Commercial Code to amend the
conditions of demand for the deferred compensation by Mr.
Jean-Marie Laborde
O.12 Ratify the continuation of the retirement liabilities in Management For For
the benefit defined referred to in the last paragraph of
Article L.225-42-1 of the Commercial Code which benefits
Ms. Dominique Dubreuil Heriard, Messrs. Francois and Marc
Heriard Dubreuil and Mr. Jean-Marie Laborde, as a
regulated agreement and pursuant to Articles L.225-38 and
L.225-42 of the Commercial Code
O.13 Authorize the Board of Directors to acquire and sell Management For For
Company's shares under Articles L.225-209 and sequence of
the Commercial Code
O.14 Grant powers for formalities Management For For
E.15 Authorize the Board of Directors to reduce the share Management For For
capital by cancellation of treasury shares held by the
Company
E.16 Authorize the Board of Directors to increase the share Management For For
capital by issue, with maintenance of preferential
subscription rights of the shareholders, of the Company'
shares and/or warrants giving access to the Company's
capital and/or issue of warrants giving right to the
allocation of debt securities
E.17 Authorize the Board of Directors to increase the share Management For For
capital by issue, with cancellation of preferential
subscription rights of the shareholders, of Company's
shares and/or warrants giving access to the Company's
capital and/or issue of warrants giving right to the
allocation of debt securities
E.18 Authorize the Board of Directors to fix the issue price of Management For For
the securities to be issued under the 17th resolution,
with cancellation of preferential subscription rights of
the shareholders, within the limit of 10% of the capital
per year
E.19 Authorize the Board of Directors to increase the number of Management For For
securities to be issued in case of an issue with or
without preferential subscription rights of the
shareholders
E.20 Authorize the Board of Directors to increase the Company's Management For For
capital by incorporation of reserves, profits or premiums
E.21 Authorize the Board of Directors to proceed with the issue Management For For
of shares or warrants giving access to capital within the
limit of 10% of the capital to pay contributions in kind
E.22 Authorize the Board of Directors to increase the share Management For For
capital by issuing shares reserved for Members of a
Company Savings Plan
E.23 Authorize the Board of Directors in case of a takeover bid Management For For
for the Company's securities
E.24 Authorize the Board of Directors to charge the cost of Management For For
capital increases carried out on the premiums relating to
those transactions
E.25 Approve the modification, as a result of a legislative Management For For
change, of Article 12 of the Company' Statutes relating to
the treasury shares held by the Board Members
E.26 Approve the modification, as a result of a legislative Management For For
change, of Article 23.2, 3rd Paragraph, of the Company's
Statutes relative to the double voting right in general
assembly
E.27 Grant powers for formalities Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 7
The Gabelli Asset Fund
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ITO EN,LTD.
SECURITY J25027103 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 28-Jul-2009
ISIN JP3143000002 AGENDA 702038298 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 Approve Appropriation of Profits Management For For
2 Amend Articles to: Approve Minor Revisions Related to Management For For
Dematerialization of Shares and the other Updated Laws and
Regulations, Allow Board to Make Rules Governing Exercise
of Shareholders' Rights
3.1 Appoint a Corporate Auditor Management For For
3.2 Appoint a Corporate Auditor Management For For
- --------------------------------------------------------------------------------
VODAFONE GROUP PLC
SECURITY 92857W209 MEETING TYPE Annual
TICKER SYMBOL VOD MEETING DATE 28-Jul-2009
ISIN US92857W2098 AGENDA 933112790 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO RECEIVE THE COMPANY'S ACCOUNTS AND REPORTS OF THE Management For For
DIRECTORS AND AUDITORS FOR THE YEAR ENDED 31 MARCH 2009
02 TO RE-ELECT SIR JOHN BOND AS A DIRECTOR (MEMBER OF THE Management For For
NOMINATIONS AND GOVERNANCE COMMITTEE)
03 TO RE-ELECT JOHN BUCHANAN AS A DIRECTOR (MEMBER OF THE Management For For
AUDIT COMMITTEE, MEMBER OF THE NOMINATIONS AND GOVERNANCE
COMMITTEE)
04 TO RE-ELECT VITTORIO COLAO AS A DIRECTOR Management For For
05 TO ELECT MICHEL COMBES AS A DIRECTOR Management For For
06 TO RE-ELECT ANDY HALFORD AS A DIRECTOR Management For For
07 TO RE-ELECT ALAN JEBSON AS A DIRECTOR (MEMBER OF THE AUDIT Management For For
COMMITTEE)
08 TO ELECT SAMUEL JONAH AS A DIRECTOR Management For For
09 TO RE-ELECT NICK LAND AS A DIRECTOR (MEMBER OF THE AUDIT Management For For
COMMITTEE)
10 TO RE-ELECT ANNE LAUVERGEON AS A DIRECTOR (MEMBER OF THE Management For For
AUDIT COMMITTEE)
11 TO RE-ELECT SIMON MURRAY AS A DIRECTOR (MEMBER OF THE Management For For
REMUNERATION COMMITTEE)
12 TO ELECT STEPHEN PUSEY AS A DIRECTOR Management For For
13 TO RE-ELECT LUC VANDEVELDE AS A DIRECTOR (MEMBER OF THE Management For For
NOMINATIONS AND GOVERNANCE COMMITTEE, MEMBER OF THE
REMUNERATION COMMITTEE)
14 TO RE-ELECT ANTHONY WATSON AS A DIRECTOR (MEMBER OF THE Management For For
REMUNERATION COMMITTEE)
15 TO RE-ELECT PHILIP YEA AS A DIRECTOR (MEMBER OF THE Management For For
REMUNERATION COMMITTEE)
16 TO APPROVE A FINAL DIVIDEND OF 5.20P PER ORDINARY SHARE Management For For
17 TO APPROVE THE REMUNERATION REPORT Management For For
18 TO RE-APPOINT DELOITTE LLP AS AUDITORS Management For For
19 TO AUTHORISE THE AUDIT COMMITTEE TO DETERMINE THE Management For For
REMUNERATION OF THE AUDITORS
20 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES UNDER ARTICLE Management For For
16.2 OF THE COMPANY'S ARTICLES OF ASSOCIATION
21 TO AUTHORISE THE DIRECTORS TO DISAPPLY PRE- EMPTION RIGHTS Management For For
UNDER ARTICLE 16.3 OF THE COMPANY'S ARTICLES OF
ASSOCIATION (SPECIAL RESOLUTION)
22 TO AUTHORISE THE COMPANY'S PURCHASE OF ITS OWN SHARES Management For For
(SECTION166, COMPANIES ACT 1985) (SPECIAL RESOLUTION)
23 TO ADOPT NEW ARTICLES OF ASSOCIATION (SPECIAL RESOLUTION) Management For For
24 TO AUTHORISE THE CALLING OF A GENERAL MEETING OTHER THAN Management For For
AN ANNUAL GENERAL MEETING ON NOT LESS THAN 14 CLEAR DAYS'
NOTICE (SPECIAL RESOLUTION)
- --------------------------------------------------------------------------------
LEGG MASON, INC.
SECURITY 524901105 MEETING TYPE Annual
TICKER SYMBOL LM MEETING DATE 28-Jul-2009
ISIN US5249011058 AGENDA 933116281 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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01 DIRECTOR Management
1 ROBERT E. ANGELICA For For
2 BARRY W. HUFF For For
3 JOHN E. KOERNER III For For
4 CHERYL GORDON KRONGARD For For
5 SCOTT C. NUTTALL For For
02 AMENDMENT OF THE LEGG MASON, INC. 1996 EQUITY INCENTIVE Management For For
PLAN AND APPROVAL TO ISSUE ADDITIONAL 1,000,000 SHARES
CURRENTLY COVERED BY THE PLAN.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 8
The Gabelli Asset Fund
03 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
04 STOCKHOLDER PROPOSAL REGARDING THE EXECUTIVE INCENTIVE Shareholder Against For
COMPENSATION PLAN.
05 STOCKHOLDER PROPOSAL REGARDING MAJORITY VOTING. Shareholder Against For
- --------------------------------------------------------------------------------
MGM MIRAGE
SECURITY 552953101 MEETING TYPE Annual
TICKER SYMBOL MGM MEETING DATE 04-Aug-2009
ISIN US5529531015 AGENDA 933116015 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 ROBERT H. BALDWIN For For
2 WILLIE D. DAVIS For For
3 KENNY C. GUINN For For
4 ALEXANDER M. HAIG, JR For For
5 ALEXIS M. HERMAN For For
6 ROLAND HERNANDEZ For For
7 GARY N. JACOBS For For
8 KIRK KERKORIAN For For
9 ANTHONY MANDEKIC For For
10 ROSE MCKINNEY-JAMES For For
11 JAMES J. MURREN For For
12 DANIEL J. TAYLOR For For
13 MELVIN B. WOLZINGER For For
02 TO RATIFY THE SELECTION OF THE INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
2009.
03 TO CONSIDER A STOCKHOLDER PROPOSAL IF PRESENTED AT THE Shareholder For
ANNUAL MEETING.
04 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME Management For
BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
- --------------------------------------------------------------------------------
SCHERING-PLOUGH CORPORATION
SECURITY 806605101 MEETING TYPE Special
TICKER SYMBOL SGP MEETING DATE 07-Aug-2009
ISIN US8066051017 AGENDA 933118540 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
MARCH 8, 2009, BY AND AMONG MERCK & CO., INC.,
SCHERING-PLOUGH CORPORATION, SP MERGER SUBSIDIARY ONE,
INC., AND SP MERGER SUBSIDIARY TWO, INC., AS IT MAY BE
AMENDED (THE "MERGER AGREEMENT") AND THE ISSUANCE OF
SHARES OF COMMON STOCK IN THE MERGER CONTEMPLATED BY THE
MERGER AGREEMENT.
02 APPROVE ANY ADJOURNMENT OF THE SCHERING-PLOUGH SPECIAL Management For For
MEETING (INCLUDING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE THE
MERGER AGREEMENT AND THE ISSUANCE OF SHARES OF COMMON
STOCK IN THE MERGER).
- --------------------------------------------------------------------------------
PRECISION CASTPARTS CORP.
SECURITY 740189105 MEETING TYPE Annual
TICKER SYMBOL PCP MEETING DATE 11-Aug-2009
ISIN US7401891053 AGENDA 933116659 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 MARK DONEGAN For For
2 VERNON E. OECHSLE For For
3 RICK SCHMIDT For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 9
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
H.J. HEINZ COMPANY
SECURITY 423074103 MEETING TYPE Annual
TICKER SYMBOL HNZ MEETING DATE 12-Aug-2009
ISIN US4230741039 AGENDA 933118730 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: W.R. JOHNSON Management For For
1B ELECTION OF DIRECTOR: C.E. BUNCH Management For For
1C ELECTION OF DIRECTOR: L.S. COLEMAN, JR. Management For For
1D ELECTION OF DIRECTOR: J.G. DROSDICK Management For For
1E ELECTION OF DIRECTOR: E.E. HOLIDAY Management For For
1F ELECTION OF DIRECTOR: C. KENDLE Management For For
1G ELECTION OF DIRECTOR: D.R. O'HARE Management For For
1H ELECTION OF DIRECTOR: N. PELTZ Management For For
1I ELECTION OF DIRECTOR: D.H. REILLEY Management For For
1J ELECTION OF DIRECTOR: L.C. SWANN Management For For
1K ELECTION OF DIRECTOR: T.J. USHER Management For For
1L ELECTION OF DIRECTOR: M.F. WEINSTEIN Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Management For For
FIRM.
03 AMENDMENT OF BY-LAWS TO ADD RIGHT OF HOLDERS OF 25% OF Management For For
VOTING POWER TO CALL SPECIAL MEETING OF SHAREHOLDERS.
- --------------------------------------------------------------------------------
CAVALIER HOMES, INC.
SECURITY 149507105 MEETING TYPE Special
TICKER SYMBOL CAV MEETING DATE 13-Aug-2009
ISIN US1495071052 AGENDA 933123654 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For
AS OF JUNE 14, 2009, AS AMENDED FROM TIME TO TIME, BY AND
AMONG SOUTHERN ENERGY HOMES, INC., T MERGER SUB, INC. AND
CAVALIER HOMES, INC.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE
TIME OF THE SPECIAL MEETING TO ADOPT THE AGREEMENT AND
PLAN OF MERGER.
03 TO CONSIDER AND ACT UPON SUCH OTHER MATTERS AS MAY Management For For
PROPERLY COME BEFORE THE SPECIAL MEETING.
- --------------------------------------------------------------------------------
THE J. M. SMUCKER COMPANY
SECURITY 832696405 MEETING TYPE Annual
TICKER SYMBOL SJM MEETING DATE 19-Aug-2009
ISIN US8326964058 AGENDA 933120367 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: PAUL J. DOLAN Management For For
1B ELECTION OF DIRECTOR: NANCY LOPEZ KNIGHT Management For For
1C ELECTION OF DIRECTOR: GARY A. OATEY Management For For
1D ELECTION OF DIRECTOR: ALEX SHUMATE Management For For
1E ELECTION OF DIRECTOR: TIMOTHY P. SMUCKER Management For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03 ADOPTION OF AN AMENDMENT TO THE COMPANY'S AMENDED ARTICLES Management Against Against
OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING IN
DIRECTOR ELECTIONS
04 ADOPTION OF AN AMENDMENT TO THE COMPANY'S AMENDED ARTICLES Management Against Against
OF INCORPORATION TO REQUIRE MAJORITY VOTING IN UNCONTESTED
DIRECTOR ELECTIONS (IMPLEMENTATION OF THIS PROPOSAL 4 IS
CONDITIONED UPON APPROVAL OF PROPOSAL 3)
05 ADOPTION OF AN AMENDMENT TO THE COMPANY'S AMENDED Management Against Against
REGULATIONS TO ALLOW THE BOARD OF DIRECTORS TO AMEND THE
AMENDED REGULATIONS TO THE EXTENT PERMITTED BY LAW
- --------------------------------------------------------------------------------
INTERPUMP GROUP SPA, SANT'ILARIO (RE)
SECURITY T5513W107 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 24-Aug-2009
ISIN IT0001078911 AGENDA 702052755 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH Non-Voting
QUORUM, THERE WILL BE A SE-COND CALL ON 25 AUG 2009 (AND A
THIRD CALL ON 26 AUG 2009). CONSEQUENTLY, YOUR-VOTING
INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMEN-DED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM-IS MET OR THE
MEETING IS CANCELLED. THANK YOU.
1. Authorize the Board of Directors council to increase the Management No Action
share capital any adjournment thereof and amend Article 5
of the Company
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 10
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
CHINA MENGNIU DAIRY CO LTD
SECURITY G21096105 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 27-Aug-2009
ISIN KYG210961051 AGENDA 702064546 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
PLEASE NOTE THAT THE SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting
FAVOR' OR 'AGAINST'-FOR ALL RESOLUTIONS. THANK YOU.
S.1 Amend the Articles 94 and 115 of the Articles of Management For For
Association as specified; and authorize any Director of
the Company to take such further actions as he may in his
sole and absolute discretion thinks fit for and on behalf
of the Company to implement the aforesaid amendments to
the existing Articles by the Company
2.A Elect Mr. Ning Gaoning as a Non-Executive Director for a Management For For
fixed term of 3 years and authorize the Board of Directors
of the Company to fix his remuneration
2.B Elect Mr. Yu Xubo as a Non-Executive Director for a fixed Management For For
term of 3 years and authorize the Board of Directors of
the Company to fix his remuneration
2.C Elect Mr. Ma Jianping as a Non-Executive Director for a Management For For
fixed term of 3 years and authorize the Board of Directors
of the Company to fix his remuneration
2.D Elect Mr. Fang Fenglei as a Non-Executive Director for a Management For For
fixed term of 3 years and authorize the Board of Directors
of the Company to fix his remuneration
- --------------------------------------------------------------------------------
COOPER INDUSTRIES, LTD.
SECURITY G24182100 MEETING TYPE Special
TICKER SYMBOL CBE MEETING DATE 31-Aug-2009
ISIN BMG241821005 AGENDA 933124327 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 APPROVAL OF THE SCHEME OF ARRANGEMENT ATTACHED TO THE Management For For
ACCOMPANYING PROXY STATEMENT AS ANNEX A.
02 IF THE SCHEME OF ARRANGEMENT IS APPROVED, AND IN Management For For
CONNECTION WITH THE SCHEME OF ARRANGEMENT AND THE
REORGANIZATION, APPROVAL OF THE REDUCTION OF THE SHARE
PREMIUM OF COOPER INDUSTRIES PLC TO ALLOW THE CREATION OF
DISTRIBUTABLE RESERVES THAT WAS PREVIOUSLY UNANIMOUSLY
APPROVED BY COOPER INDUSTRIES, LTD. AND THE OTHER CURRENT
SHAREHOLDERS OF COOPER INDUSTRIES PLC.
- --------------------------------------------------------------------------------
CITIGROUP INC.
SECURITY 172967101 MEETING TYPE Consent
TICKER SYMBOL C MEETING DATE 02-Sep-2009
ISIN US1729671016 AGENDA 933128135 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 PROPOSAL TO APPROVE THE AUTHORIZED SHARE INCREASE Management For For
AMENDMENT SET FORTH IN ANNEX A TO THE PROXY STATEMENT.
02 PROPOSAL TO APPROVE THE REVERSE STOCK SPLIT AMENDMENT SET Management For For
FORTH IN ANNEX B TO THE PROXY STATEMENT.
03 PROPOSAL TO APPROVE THE PREFERRED STOCK CHANGE AMENDMENT Management Against Against
SET FORTH IN ANNEX C TO THE PROXY STATEMENT.
- --------------------------------------------------------------------------------
METAVANTE TECHNOLOGIES, INC.
SECURITY 591407101 MEETING TYPE Special
TICKER SYMBOL MV MEETING DATE 04-Sep-2009
ISIN US5914071015 AGENDA 933125785 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF MARCH 31, 2009, BY AND AMONG FIDELITY NATIONAL
INFORMATION SERVICES, INC., CARS HOLDINGS, LLC, AND
METAVANTE TECHNOLOGIES, INC., AS SUCH AGREEMENT MAY BE
AMENDED FROM TIME TO TIME, AND THE TRANSACTIONS IT
CONTEMPLATES.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, Management For For
INCLUDING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE NOT
SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO
APPROVE THE FOREGOING PROPOSAL.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 11
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
VALUE LINE, INC.
SECURITY 920437100 MEETING TYPE Annual
TICKER SYMBOL VALU MEETING DATE 10-Sep-2009
ISIN US9204371002 AGENDA 933133922 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 H.A. BRECHER For For
2 E.A. BUTTNER For For
3 J.B. BUTTNER For For
4 D.T. HENIGSON For For
5 H. PARDES For For
6 M.N. RUTH For For
7 E. SHANAHAN For For
8 R. LEGON For For
9 R.M. PERKINS For For
- --------------------------------------------------------------------------------
PATTERSON COMPANIES, INC.
SECURITY 703395103 MEETING TYPE Annual
TICKER SYMBOL PDCO MEETING DATE 14-Sep-2009
ISIN US7033951036 AGENDA 933126751 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 ELLEN A. RUDNICK* For For
2 HAROLD C. SLAVKIN* For For
3 JAMES W. WILTZ* For For
4 LES C. VINNEY** For For
02 TO APPROVE THE AMENDMENT TO THE EQUITY INCENTIVE PLAN TO Management For For
REMOVE THE 2,000,000 SHARE LIMIT ON THE NUMBER OF SHARES
THAT MAY BE ISSUED THEREUNDER PURSUANT TO AWARDS OF
RESTRICTED STOCK, RESTRICTED STOCK UNIT AWARDS AND STOCK
BONUSES. THE AMENDMENT TO OUR EQUITY INCENTIVE PLAN DOES
NOT REPRESENT AN INCREASE IN THE NUMBER OF SHARES RESERVED
FOR AWARDS THEREUNDER.
03 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING APRIL 24, 2010.
- --------------------------------------------------------------------------------
NASHUA CORPORATION
SECURITY 631226107 MEETING TYPE Special
TICKER SYMBOL NSHA MEETING DATE 15-Sep-2009
ISIN US6312261075 AGENDA 933132538 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 THE APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, DATED AS Management For For
OF MAY 6, 2009, AMONG CENVEO, INC. ("CENVEO"), NM
ACQUISITION CORP., A WHOLLY-OWNED SUBSIDIARY OF CENVEO
("MERGER SUB"), AND NASHUA CORPORATION PURSUANT TO WHICH
NASHUA CORPORATION AND MERGER SUB WILL MERGE, AND THE
TRANSACTIONS CONTEMPLATED THEREBY.
02 THE APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY, TO PERMIT NASHUA CORPORATION TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO
CONSTITUTE A QUORUM OR TO APPROVE THE AGREEMENT AND PLAN
OF MERGER.
- --------------------------------------------------------------------------------
GERBER SCIENTIFIC, INC.
SECURITY 373730100 MEETING TYPE Contested-Annual
TICKER SYMBOL GRB MEETING DATE 17-Sep-2009
ISIN US3737301008 AGENDA 933133504 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 DONALD P. AIKEN For For
2 MARC T. GILES For For
3 EDWARD G. JEPSEN For For
4 RANDALL D. LEDFORD For For
5 JOHN R. LORD For For
6 JAVIER PEREZ For For
7 CAROLE F. ST. MARK For For
8 W. JERRY VEREEN For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2010 FISCAL YEAR.
03 PROPOSAL TO APPROVE AN AMENDMENT TO THE GERBER SCIENTIFIC, Management Against Against
INC. 2006 OMNIBUS INCENTIVE PLAN TO INCREASE BY 1,250,000
SHARES THE NUMBER OF SHARES OF THE COMPANY'S COMMON STOCK
AVAILABLE FOR ISSUANCE UNDER THE PLAN.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 12
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
GENERAL MILLS, INC.
SECURITY 370334104 MEETING TYPE Annual
TICKER SYMBOL GIS MEETING DATE 21-Sep-2009
ISIN US3703341046 AGENDA 933128616 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: BRADBURY H. ANDERSON Management For For
1B ELECTION OF DIRECTOR: R. KERRY CLARK Management For For
1C ELECTION OF DIRECTOR: PAUL DANOS Management For For
1D ELECTION OF DIRECTOR: WILLIAM T. ESREY Management For For
1E ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN Management For For
1F ELECTION OF DIRECTOR: JUDITH RICHARDS HOPE Management For For
1G ELECTION OF DIRECTOR: HEIDI G. MILLER Management For For
1H ELECTION OF DIRECTOR: HILDA OCHOA-BRILLEMBOURG Management For For
1I ELECTION OF DIRECTOR: STEVE ODLAND Management For For
1J ELECTION OF DIRECTOR: KENDALL J. POWELL Management For For
1K ELECTION OF DIRECTOR: LOIS E. QUAM Management For For
1L ELECTION OF DIRECTOR: MICHAEL D. ROSE Management For For
1M ELECTION OF DIRECTOR: ROBERT L. RYAN Management For For
1N ELECTION OF DIRECTOR: DOROTHY A. TERRELL Management For For
02 ADOPT THE 2009 STOCK COMPENSATION PLAN. Management Against Against
03 RATIFY THE APPOINTMENT OF KPMG LLP AS GENERAL MILLS' Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
04 STOCKHOLDER PROPOSAL ON ADVISORY VOTE ON EXECUTIVE Shareholder Against For
COMPENSATION.
- --------------------------------------------------------------------------------
SKYLINE CORPORATION
SECURITY 830830105 MEETING TYPE Annual
TICKER SYMBOL SKY MEETING DATE 21-Sep-2009
ISIN US8308301055 AGENDA 933131144 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 ARTHUR J. DECIO For For
2 THOMAS G. DERANEK For For
3 JOHN C. FIRTH For For
4 JERRY HAMMES For For
5 WILLIAM H. LAWSON For For
6 DAVID T. LINK For For
7 ANDREW J. MCKENNA For For
- --------------------------------------------------------------------------------
ROYCE VALUE TRUST, INC.
SECURITY 780910105 MEETING TYPE Annual
TICKER SYMBOL RVT MEETING DATE 23-Sep-2009
ISIN US7809101055 AGENDA 933130015 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 CHARLES M. ROYCE For For
2 G. PETER O'BRIEN For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 13
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
H&R BLOCK, INC.
SECURITY 093671105 MEETING TYPE Annual
TICKER SYMBOL HRB MEETING DATE 24-Sep-2009
ISIN US0936711052 AGENDA 933130875 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: ALAN M. BENNETT Management For For
1B ELECTION OF DIRECTOR: THOMAS M. BLOCH Management For For
1C ELECTION OF DIRECTOR: RICHARD C. BREEDEN Management For For
1D ELECTION OF DIRECTOR: ROBERT A. GERARD Management For For
1E ELECTION OF DIRECTOR: LEN J. LAUER Management For For
1F ELECTION OF DIRECTOR: DAVID B. LEWIS Management For For
1G ELECTION OF DIRECTOR: TOM D. SEIP Management For For
1H ELECTION OF DIRECTOR: L. EDWARD SHAW, JR. Management For For
1I ELECTION OF DIRECTOR: RUSSELL P. SMYTH Management For For
1J ELECTION OF DIRECTOR: CHRISTIANNA WOOD Management For For
02 APPROVAL OF AN ADVISORY PROPOSAL ON THE COMPANY'S Management For For
EXECUTIVE PAY-FOR-PERFORMANCE COMPENSATION POLICIES AND
PROCEDURES.
03 AMENDMENT TO THE 2003 LONG-TERM EXECUTIVE COMPENSATION Management For For
PLAN TO INCREASE THE AGGREGATE NUMBER OF SHARES OF COMMON
STOCK.
04 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING APRIL 30, 2010.
- --------------------------------------------------------------------------------
DEL MONTE FOODS COMPANY
SECURITY 24522P103 MEETING TYPE Annual
TICKER SYMBOL DLM MEETING DATE 24-Sep-2009
ISIN US24522P1030 AGENDA 933133516 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: SAMUEL H. ARMACOST Management For For
1B ELECTION OF DIRECTOR: TERENCE D. MARTIN Management For For
1C ELECTION OF DIRECTOR: RICHARD G. WOLFORD Management For For
02 TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE DEL MONTE Management For For
FOODS COMPANY CERTIFICATE OF INCORPORATION TO PROVIDE FOR
THE ANNUAL ELECTION OF DIRECTORS.
03 TO APPROVE THE DEL MONTE FOODS COMPANY 2002 STOCK Management Against Against
INCENTIVE PLAN, AS AMENDED AND RESTATED.
04 TO APPROVE THE DEL MONTE FOODS COMPANY ANNUAL INCENTIVE Management For For
PLAN, AS AMENDED AND RESTATED.
05 TO RATIFY THE APPOINTMENT OF KPMG LLP AS DEL MONTE FOODS Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR ITS FISCAL YEAR ENDING MAY 2, 2010.
- --------------------------------------------------------------------------------
INTERNATIONAL GAME TECHNOLOGY
SECURITY 459902102 MEETING TYPE Special
TICKER SYMBOL IGT MEETING DATE 30-Sep-2009
ISIN US4599021023 AGENDA 933132879 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO APPROVE A STOCK OPTION EXCHANGE PROGRAM FOR ELIGIBLE Management Against Against
EMPLOYEES AS DESCRIBED IN IGT'S PROXY STATEMENT.
- --------------------------------------------------------------------------------
THE MOSAIC COMPANY
SECURITY 61945A107 MEETING TYPE Annual
TICKER SYMBOL MOS MEETING DATE 08-Oct-2009
ISIN US61945A1079 AGENDA 933133578 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 PHYLLIS E. COCHRAN For For
2 ROBERT L. LUMPKINS For For
3 HAROLD H. MACKAY For For
4 WILLIAM T. MONAHAN For For
02 APPROVAL OF THE AMENDED PERFORMANCE GOALS UNDER THE MOSAIC Management For For
COMPANY 2004 OMNIBUS STOCK AND INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING MAY 31, 2010.
- --------------------------------------------------------------------------------
TYCO ELECTRONICS LTD
SECURITY H8912P106 MEETING TYPE Special
TICKER SYMBOL TEL MEETING DATE 08-Oct-2009
ISIN CH0102993182 AGENDA 933138504 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO APPROVE PAYMENT OF A DISTRIBUTION TO SHAREHOLDERS Management For For
THROUGH A REDUCTION OF THE PAR VALUE OF OUR SHARES, SUCH
PAYMENT TO BE MADE IN TWO INSTALLMENTS ON OR BEFORE MARCH
26, 2010 (THE END OF THE SECOND FISCAL QUARTER OF 2010).
02 TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS OF THE Management For For
EXTRAORDINARY GENERAL MEETING.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 14
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
TYCO ELECTRONICS LTD
SECURITY H8912P106 MEETING TYPE Special
TICKER SYMBOL TEL MEETING DATE 08-Oct-2009
ISIN CH0102993182 AGENDA 933148391 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO APPROVE PAYMENT OF A DISTRIBUTION TO SHAREHOLDERS Management For For
THROUGH A REDUCTION OF THE PAR VALUE OF OUR SHARES, SUCH
PAYMENT TO BE MADE IN TWO INSTALLMENTS ON OR BEFORE MARCH
26, 2010 (THE END OF THE SECOND FISCAL QUARTER OF 2010).
02 TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS OF THE Management For For
EXTRAORDINARY GENERAL MEETING.
- --------------------------------------------------------------------------------
THE PROCTER & GAMBLE COMPANY
SECURITY 742718109 MEETING TYPE Annual
TICKER SYMBOL PG MEETING DATE 13-Oct-2009
ISIN US7427181091 AGENDA 933134241 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: KENNETH I. CHENAULT Management For For
1B ELECTION OF DIRECTOR: SCOTT D. COOK Management For For
1C ELECTION OF DIRECTOR: RAJAT K. GUPTA Management For For
1D ELECTION OF DIRECTOR: A.G. LAFLEY Management For For
1E ELECTION OF DIRECTOR: CHARLES R. LEE Management For For
1F ELECTION OF DIRECTOR: LYNN M. MARTIN Management For For
1G ELECTION OF DIRECTOR: ROBERT A. MCDONALD Management For For
1H ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR. Management For For
1I ELECTION OF DIRECTOR: JOHNATHAN A. RODGERS Management For For
1J ELECTION OF DIRECTOR: RALPH SNYDERMAN, M.D. Management For For
1K ELECTION OF DIRECTOR: MARY AGNES WILDEROTTER Management For For
1L ELECTION OF DIRECTOR: PATRICIA A. WOERTZ Management For For
1M ELECTION OF DIRECTOR: ERNESTO ZEDILLO Management For For
02 RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM
03 AMEND THE COMPANY'S CODE OF REGULATIONS Management Against Against
04 APPROVE THE PROCTER & GAMBLE 2009 STOCK AND INCENTIVE Management Against Against
COMPENSATION PLAN
05 SHAREHOLDER PROPOSAL #1 - CUMULATIVE VOTING Shareholder Against For
06 SHAREHOLDER PROPOSAL #2 - ADVISORY VOTE ON EXECUTIVE Shareholder Against For
COMPENSATION
- --------------------------------------------------------------------------------
DIAGEO PLC
SECURITY 25243Q205 MEETING TYPE Annual
TICKER SYMBOL DEO MEETING DATE 14-Oct-2009
ISIN US25243Q2057 AGENDA 933147313 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 REPORT AND ACCOUNTS 2009. Management For For
02 DIRECTORS' REMUNERATION REPORT 2009. Management For For
03 DECLARATION OF FINAL DIVIDEND. Management For For
04 RE-ELECTION OF LM DANON (1,3,4) AS A DIRECTOR. Management For For
05 RE-ELECTION OF LORD HOLLICK (1,3,4*) AS A DIRECTOR. Management For For
06 RE-ELECTION OF PS WALSH (2*) AS A DIRECTOR. Management For For
07 ELECTION OF PB BRUZELIUS (1,3,4) AS A DIRECTOR. Management For For
08 ELECTION OF BD HOLDEN (1,3,4) AS A DIRECTOR. Management For For
09 RE-APPOINTMENT OF AUDITOR. Management For For
10 REMUNERATION OF AUDITOR. Management For For
11 AUTHORITY TO ALLOT SHARES. Management For For
12 DISAPPLICATION OF PRE-EMPTION RIGHTS. Management For For
13 AUTHORITY TO PURCHASE OWN ORDINARY SHARES. Management For For
14 AUTHORITY TO MAKE POLITICAL DONATIONS AND/OR TO INCUR Management For For
POLITICAL EXPENDITURE IN THE EU.
15 ADOPTION OF THE DIAGEO PLC 2009 DISCRETIONARY INCENTIVE Management For For
PLAN.
16 ADOPTION OF THE DIAGEO PLC 2009 EXECUTIVE LONG TERM Management For For
INCENTIVE PLAN.
17 ADOPTION OF THE DIAGEO PLC INTERNATIONAL SHAREMATCH PLAN Management For For
2009.
18 AUTHORITY TO ESTABLISH INTERNATIONAL SHARE PLANS. Management For For
19 ADOPTION OF THE DIAGEO PLC 2009 IRISH SHARESAVE PLAN. Management For For
20 AMENDMENTS TO THE RULES OF DIAGEO PLC EXECUTIVE SHARE Management For For
OPTION PLAN.
21 AMENDMENTS TO THE RULES OF DIAGEO PLC 2008 SENIOR Management For For
EXECUTIVE SHARE OPTION PLAN.
22 AMENDMENTS TO THE RULES OF DIAGEO PLC SENIOR EXECUTIVE Management For For
SHARE OPTION PLAN.
23 REDUCED NOTICE OF A GENERAL MEETING OTHER THAN AN ANNUAL Management For For
GENERAL MEETING.
24 ADOPTION OF ARTICLES OF ASSOCIATION. Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 15
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
NEWS CORPORATION
SECURITY 65248E203 MEETING TYPE Annual
TICKER SYMBOL NWS MEETING DATE 16-Oct-2009
ISIN US65248E2037 AGENDA 933133009 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: JOSE MARIA AZNAR Management For For
1B ELECTION OF DIRECTOR: NATALIE BANCROFT Management For For
1C ELECTION OF DIRECTOR: PETER L. BARNES Management For For
1D ELECTION OF DIRECTOR: CHASE CAREY Management For For
1E ELECTION OF DIRECTOR: KENNETH E. COWLEY Management For For
1F ELECTION OF DIRECTOR: DAVID F. DEVOE Management For For
1G ELECTION OF DIRECTOR: VIET DINH Management For For
1H ELECTION OF DIRECTOR: SIR RODERICK I. EDDINGTON Management For For
1I ELECTION OF DIRECTOR: MARK HURD Management For For
1J ELECTION OF DIRECTOR: ANDREW S.B. KNIGHT Management For For
1K ELECTION OF DIRECTOR: JAMES R. MURDOCH Management For For
1L ELECTION OF DIRECTOR: K. RUPERT MURDOCH Management For For
1M ELECTION OF DIRECTOR: LACHLAN K. MURDOCH Management For For
1N ELECTION OF DIRECTOR: THOMAS J. PERKINS Management For For
1O ELECTION OF DIRECTOR: ARTHUR M. SISKIND Management For For
1P ELECTION OF DIRECTOR: JOHN L. THORNTON Management For For
02 RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING JUNE 30, 2010.
- --------------------------------------------------------------------------------
COCA-COLA HBC S.A.
SECURITY 1912EP104 MEETING TYPE Special
TICKER SYMBOL CCH MEETING DATE 16-Oct-2009
ISIN US1912EP1042 AGENDA 933149519 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 INCREASE OF THE SHARE CAPITAL OF THE COMPANY THROUGH THE Management For
CAPITALIZATION OF RESERVES BY INCREASING THE NOMINAL VALUE
OF EACH SHARE OF THE COMPANY.
02 DECREASE OF SHARE CAPITAL THROUGH A REDUCTION OF THE Management For
NOMINAL VALUE OF THE SHARES AND RETURN OF AN EQUAL AMOUNT
OF CAPITAL TO SHAREHOLDERS IN CASH. GRANTING OF THE
RELEVANT AUTHORISATIONS TO BOARD IN RELATION TO THE RETURN
TO SHAREHOLDERS OF THE AMOUNT OF THE DECREASE OF CAPITAL
THROUGH PAYMENT IN CASH. DETERMINATION OF RECORD DATE, AS
WELL AS THE INITIATION OF RETURN OF CAPITAL.
03 AMENDMENT OF ARTICLE 3 OF THE ARTICLES OF ASSOCIATION OF Management For
THE COMPANY, AND CODIFICATION OF THE ARTICLES OF
ASSOCIATION INTO A UNIFIED TEXT.
- --------------------------------------------------------------------------------
ANGIODYNAMICS, INC.
SECURITY 03475V101 MEETING TYPE Annual
TICKER SYMBOL ANGO MEETING DATE 19-Oct-2009
ISIN US03475V1017 AGENDA 933142870 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 WESLEY E. JOHNSON, JR. For For
2 JAN KELTJENS For For
3 STEVEN R. LAPORTE For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
ANGIODYNAMICS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING MAY 31, 2010.
03 TO AMEND ANGIODYNAMICS' 2004 STOCK AND INCENTIVE AWARD Management Against Against
PLAN TO INCREASE THE TOTAL NUMBER OF SHARES OF COMMON
STOCK RESERVED FOR ISSUANCE UNDER THE PLAN FROM 3,000,000
TO 3,750,000.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 16
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
IVANHOE MINES LTD.
SECURITY 46579N103 MEETING TYPE Special
TICKER SYMBOL IVN MEETING DATE 20-Oct-2009
ISIN CA46579N1033 AGENDA 933150106 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO CONSIDER AND, IF THOUGHT APPROPRIATE, PASS AN ORDINARY Management For For
RESOLUTION AUTHORIZING AND APPROVING AN AGREEMENT DATED
SEPTEMBER 21, 2009 AMENDING THE PRIVATE PLACEMENT
AGREEMENT DATED OCTOBER 18, 2006 BETWEEN THE COMPANY AND
RIO TINTO INTERNATIONAL HOLDINGS LIMITED ("RIO TINTO"), AS
PREVIOUSLY AMENDED NOVEMBER 16, 2006 AND OCTOBER 24, 2007,
(THE "PRIVATE PLACEMENT AGREEMENT") EXTENDING THE EXPIRY
DATE OF RIO TINTO'S RIGHT AND OBLIGATION TO COMPLETE THE
SECOND TRANCHE PRIVATE PLACEMENT (AS DEFINED IN THE
PRIVATE PLACEMENT AGREEMENT).
- --------------------------------------------------------------------------------
FRONTIER COMMUNICATIONS CORP
SECURITY 35906A108 MEETING TYPE Special
TICKER SYMBOL FTR MEETING DATE 27-Oct-2009
ISIN US35906A1088 AGENDA 933147541 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY Management For For
13, 2009, AS AMENDED BY AMENDMENT NO. 1 THERETO, DATED AS
OF JULY 24, 2009 (THE "MERGER AGREEMENT"), BY AND AMONG
VERIZON COMMUNICATIONS INC., NEW COMMUNICATIONS HOLDINGS
INC. AND FRONTIER COMMUNICATIONS CORPORATION.
02 TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION OF Management For For
FRONTIER COMMUNICATIONS CORPORATION, AS AMENDED, TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF FRONTIER
COMMUNICATIONS CORPORATION COMMON STOCK FROM 600,000,000
TO 1,750,000,000.
03 TO APPROVE THE ISSUANCE OF FRONTIER COMMUNICATIONS Management For For
CORPORATION COMMON STOCK PURSUANT TO THE MERGER AGREEMENT.
- --------------------------------------------------------------------------------
ARUZE CORP.
SECURITY J0204H106 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 30-Oct-2009
ISIN JP3126130008 AGENDA 702121865 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 Amend Articles to: Change Official Company Name to Management For For
Universal Entertainment Corporation
- --------------------------------------------------------------------------------
PERNOD-RICARD, PARIS
SECURITY F72027109 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 02-Nov-2009
ISIN FR0000120693 AGENDA 702105986 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
French Resident Shareowners must complete, sign and Non-Voting
forward the Proxy Card dir-ectly to the sub custodian.
Please contact your Client Service Representative-to
obtain the necessary card, account details and directions.
The followin-g applies to Non- Resident Shareowners: Proxy
Cards: Voting instructions will-be forwarded to the Global
Custodians that have become Registered Intermediar-ies, on
the Vote Deadline Date. In capacity as Registered
Intermediary, the Gl-obal Custodian will sign the Proxy
Card and forward to the local custodian. If-you are unsure
whether your Global Custodian acts as Registered
Intermediary,-please contact your representative
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE Non-Voting
OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE OF "ABSTAIN" WILL
BE TREATED AS AN "AGAINST" VOTE.
O.1 Approve the unconsolidated accounts for the FYE on 30 JUN Management For For
2009
O.2 Approve the consolidated accounts for the FYE on 30 JUN Management For For
2009
O.3 Approve the distribution of profits for the FYE on 30 JUN Management For For
2009 and distribution of dividends
O.4 Approve the regulated agreements referred to in Articles Management For For
L.225-38 and sequence of the Commercial Code
O.5 Approve the agreements referred to in Articles L.255-38 Management For For
and L.225-42-1 of the Commercial Code and the special
report of the Statutory Auditors in relation to Mr. Pierre
Pringuet
O.6 Approve to renew Mme. Daniele Ricard's as Board Member Management For For
O.7 Approve to renew Paul Ricard Company's mandate as Board Management For For
Member
O.8 Approve to renew Mr. Jean-Dominique Comolli's mandate as Management For For
Board Member
O.9 Approve to renew Lord Douro's mandate as Board Member Management For For
O.10 Appoint Mr. Gerald Frere as a Board Member Management For For
O.11 Appoint Mr. Michel Chambaud as a Board Member Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 17
The Gabelli Asset Fund
O.12 Appoint Mr. Anders Narvinger as a Board Member Management For For
O.13 Approve the attendance allowances read aloud to the Board Management For For
Members
O.14 Authorize the Board of Directors to operate on the Management For For
Company's shares
E.15 Authorize the Board of Directors to reduce the share Management For For
capital by cancelation of treasury shares
E.16 Authorize the Board of Directors to increase the share Management For For
capital, by issuing common shares and/or warrants giving
access to the Company's capital, with maintenance of
preferential subscription rights
E.17 Authorize the Board of Directors to increase the share Management For For
capital, by issuing common shares and/or warrants giving
access to the Company's capital, with cancelation of
preferential subscription rights, through a public offer
E.18 Authorize the Board of Directors to increase the number of Management For For
securities to be issued in case of capital increase with
or without cancelation of preferential subscription rights
under the Resolutions 16 and 17
E.19 Authorize the Board of Directors to proceed with the issue Management For For
of common shares and/or warrants providing access to the
Company's capital in order to remunerate contributions in
kind to the Company within the limit of 10% of the share
capital
E.20 Authorize the Board of Directors to proceed with the issue Management For For
of common shares and/or warrants giving access to the
Company's capital in the event of a public offer initiated
by the Company
E.21 Authorize the Board of Directors to issue warrants Management For For
representing debts giving right to the allocation of debt
securities
E.22 Authorize the Board of Directors to increase the share Management For For
capital increase by incorporation of premiums, reserves,
profits or others
E.23 Authorize the Board of Directors to consent options to Management For For
Employees and Managers of the Company giving right to the
subscription of Company shares to issue or purchase
existing Company's shares
E.24 Authorize the Board of Directors to issue shares Management For For
subscription warrants in case of public offer bearing on
the Company securities
E.25 Authorize the Board of Directors to increase the capital Management For For
by issuing shares or warrants giving access to capital,
reserved for Members of a Company Savings Plan with
cancellation of preferential subscription rights for the
benefit of the latter
E.26 Amend the Articles 20 and 24 of Bylaws regarding Age limit Management For For
for Chairman of the Board and for Chief Executive Officer
E.27 Grant powers for the accomplishment of legal formalities Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF Non-Voting
ARTICLE NUMBERS IN RESOL-UTION 26. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PR-OXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- --------------------------------------------------------------------------------
INDEPENDENT NEWS AND MEDIA PLC
SECURITY G4755S126 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 03-Nov-2009
ISIN IE0004614818 AGENDA 702101495 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1. PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: approve Shareholder Against For
to remove Dr. Brian J. Hillery from his office as the
Chairman of the Company in accordance with Section 182 of
the Companies Act 1963 with immediate effect
2. PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: appoint Shareholder Against For
a new Senior Independent Director with immediate effect
- --------------------------------------------------------------------------------
HOME INNS & HOTELS MANAGEMENT INC.
SECURITY 43713W107 MEETING TYPE Annual
TICKER SYMBOL HMIN MEETING DATE 03-Nov-2009
ISIN US43713W1071 AGENDA 933150447 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 THE RESOLUTION AS SET OUT IN ITEM 1 OF THE NOTICE OF Management For For
ANNUAL GENERAL MEETING REGARDING THE AMENDMENT OF THE
COMPANY'S 2006 SHARE INCENTIVE PLAN.
02 THE RESOLUTION AS SET OUT IN ITEM 2 OF THE NOTICE OF Management For For
ANNUAL GENERAL MEETING REGARDING THE AMENDMENT OF THE
COMPANY'S MEMORANDUM AND ARTICLES OF ASSOCIATION.
03 THE RESOLUTION AS SET OUT IN ITEM 3 OF THE NOTICE OF Management For For
ANNUAL GENERAL MEETING REGARDING THE ADOPTION OF AN
AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF
ASSOCIATION.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 18
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
MEREDITH CORPORATION
SECURITY 589433101 MEETING TYPE Annual
TICKER SYMBOL MDP MEETING DATE 04-Nov-2009
ISIN US5894331017 AGENDA 933146145 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 JAMES R. CRAIGIE For For
2 WILLIAM T. KERR For For
3 FREDERICK B. HENRY For For
2 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING JUNE 30, 2010
3 TO CONSIDER AND ACT UPON A PROPOSAL OF THE BOARD OF Management For For
DIRECTORS TO REAFFIRM THE PREVIOUSLY APPROVED BUSINESS
CRITERIA, CLASSES OF ELIGIBLE PARTICIPANTS, AND MAXIMUM
ANNUAL INCENTIVES AWARDED UNDER THE AMENDED AND RESTATED
MEREDITH CORPORATION 2004 STOCK INCENTIVE PLAN
4 TO CONSIDER AND ACT UPON A PROPOSAL OF THE BOARD OF Management Against Against
DIRECTORS TO AUTHORIZE AN ADDITIONAL RESERVE OF 3,500,000
SHARES THAT MAY BE GRANTED UNDER THE AMENDED AND RESTATED
MEREDITH CORPORATION 2004 STOCK INCENTIVE PLAN
- --------------------------------------------------------------------------------
WINN-DIXIE STORES, INC.
SECURITY 974280307 MEETING TYPE Annual
TICKER SYMBOL WINN MEETING DATE 04-Nov-2009
ISIN US9742803078 AGENDA 933147298 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 EVELYN V. FOLLIT For For
2 CHARLES P. GARCIA For For
3 JEFFREY C. GIRARD For For
4 YVONNE R. JACKSON For For
5 GREGORY P. JOSEFOWICZ For For
6 PETER L. LYNCH For For
7 JAMES P. OLSON For For
8 TERRY PEETS For For
9 RICHARD E. RIVERA For For
02 APPROVAL OF THE WINN-DIXIE STORES, INC. FISCAL 2010 EQUITY Management Against Against
INCENTIVE PLAN.
03 APPROVAL OF A ONE-TIME STOCK OPTION EXCHANGE PROGRAM FOR Management Against Against
ASSOCIATES OTHER THAN DIRECTORS AND NAMED EXECUTIVE
OFFICERS.
04 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
2010.
MAGNETEK, INC.
SECURITY 559424106 MEETING TYPE Annual
TICKER SYMBOL MAG MEETING DATE 05-Nov-2009
ISIN US5594241060 AGENDA 933146121 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 DAVID A. BLOSS, SR. For For
2 YON Y. JORDEN For For
3 MITCHELL I. QUAIN For For
4 DAVID P. REILAND For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP TO Management For For
SERVE AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2010.
03 APPROVAL OF ADOPTION OF THE SECOND AMENDED AND RESTATED Management For For
2004 STOCK INCENTIVE PLAN OF MAGNETEK, INC.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 19
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
ARCHER-DANIELS-MIDLAND COMPANY
SECURITY 039483102 MEETING TYPE Annual
TICKER SYMBOL ADM MEETING DATE 05-Nov-2009
ISIN US0394831020 AGENDA 933149797 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: G.W. BUCKLEY Management For For
1B ELECTION OF DIRECTOR: M.H. CARTER Management For For
1C ELECTION OF DIRECTOR: D.E. FELSINGER Management For For
1D ELECTION OF DIRECTOR: V.F. HAYNES Management For For
1E ELECTION OF DIRECTOR: A. MACIEL Management For For
1F ELECTION OF DIRECTOR: P.J. MOORE Management For For
1G ELECTION OF DIRECTOR: T.F. O'NEILL Management For For
1H ELECTION OF DIRECTOR: K.R. WESTBROOK Management For For
1I ELECTION OF DIRECTOR: P.A. WOERTZ Management For For
02 ADOPT THE ARCHER-DANIELS-MIDLAND COMPANY 2009 INCENTIVE Management For For
COMPENSATION PLAN.
03 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
ACCOUNTANTS FOR THE FISCAL YEAR ENDING JUNE 30, 2010.
04 ADOPT STOCKHOLDER'S PROPOSAL REGARDING GLOBAL HUMAN RIGHTS Shareholder Against For
STANDARDS.
- --------------------------------------------------------------------------------
INDEPENDENT NEWS AND MEDIA PLC
SECURITY G4755S126 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 10-Nov-2009
ISIN IE0004614818 AGENDA 702147972 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
E.1 Approve that, subject to the satisfaction of the following Management For For
conditions [the defined terms listed below shall bear the
same meanings as ascribed to them in the Memorandum] [and
subject to the provisions as to the waiver of such
conditions set out in paragraph 10 below] on or before the
First Equity Issue Date, the New Bank Facilities having
been executed and being conditional only on the
implementation of the Restructuring and the Principal
Restructuring Documents having been executed; various
consents, regulatory approvals and confirmations having
been obtained; the continuation of the Standstill Period;
the Company having convened the Share Capital EGM to
consider the Share Capital Resolutions and the Rights
Issue Resolution; the agreement of the Irish Takeover
Panel being obtained that all or any of the Bondholders
would not be obliged under Rule 9 of the Irish Takeover
Rules to make a mandatory offer, or if they were so
obliged, the Irish Takeover Panel having granted an
unconditional waiver of any such obligation; no regulatory
impediments to the implementation of the Restructuring
having arisen and not having been addressed; and no legal
proceedings having been issued which materially restrict
the rights attached to, or require any disposal of, the
First Company Shares [as defined in this resolution below]
or which delay, or would be likely to delay, completion of
the Restructuring beyond 30 DEC 2009; such entity as may
be nominated to holders of the Bonds by the Ad Hoc
Committee [as defined below] on or before the date of this
Meeting is with immediate effect appointed as the agent
and nominee of the Bondholders [the Nominee] for the
purposes set out in the remainder of this Extraordinary
Resolution and on the basis that: all the acts and
omissions of the Nominee shall be deemed to have the
benefit of protective provisions equivalent to those
contained in the Trust Deed and afforded to the Trustee
[including, without limitation, the provisions regulating
the duties of, and providing for the remuneration,
indemnification and exculpation of the Trustee], as if
references in those provisions to "Trustee" were to
"Nominee"; authorize and direct the Nominee to concur in,
and execute and do, in addition to those specifically
referred to in this Extraordinary Resolution, all other
deeds, instruments, acts and things which may be necessary
or appropriate or which the Nominee is instructed by the
Ad Hoc Committee to carry out and give effect to this
Extraordinary Resolution and implement the Proposal [as
the same may be varied or amended in accordance with this
resolution below] and to concur with the Ad Hoc Committee
and the Company, and thereby authorize on behalf of the
Bondholders, any such amendments and variations to the
implementation of the Proposal as are authorized by the Ad
Hoc Committee pursuant to this resolution; to delegate the
performance of any of its actions or authorities pursuant
to this Extraordinary Resolution to one or more other
persons, or procure that one or more other persons hold
some or all of the cash and securities to be held by it
pursuant to implementation of the Proposal; and any
modification
of the provisions of the Trust Deed required in order to
give full legal effect to the nomination and appointment
referred to in this Clause 1 and to the implementation of
the Proposal shall be proposed by the Ad Hoc Committee and
shall be assented to, in each case in accordance with
Clause 18 [C] of the Fifth Schedule to the Trust Deed; and
the transfer of all of the Bonds to an account or
custodian within the relevant clearing systems established
by the Nominee [or on its behalf] pending the transfer of
Bonds pursuant to this resolution below or, as applicable,
this resolution below; the transfer and sale of Bonds [the
First Bonds] having a principal amount outstanding which,
when aggregated with all accrued but unpaid interest in
respect of the First Bonds as at the date on which the
First Share Sale and Purchase Agreement [as defined] below
is to be completed [the First Equity Issue Date] equals
EUR 122.9 million to a company to be established on terms
approved by the Nominee for the purpose of purchasing
those First Bonds [the First Bond Purchaser] the ordinary
shares of which are and will be held by or on behalf of
the Nominee as nominee for those persons who [as evidenced
by the accounts of the relevant clearing systems and/or
custodians holding through those clearing systems] are
Bondholders at the close of this meeting [the Relevant
Bondholders] for the purposes described in this
Extraordinary Resolution and on the terms described in
this resolution below in consideration for an amount equal
to the lower of - EUR 122.9 million; and the market value
of the principal amount of the First Bonds transferred and
sold [including accrued but unpaid interest thereon as at
the First Equity Issue Date], to be satisfied in full by
the issue to the Nominee [or on its behalf] of 723,199,998
shares in the capital of the First Bond Purchaser credited
as fully paid [together with the two ordinary shares of
the First Bond Purchaser then in issue, the First Bond
Purchaser Shares] [such First Bond Purchaser Shares to be
held by the Nominee [or on its behalf] for the Relevant
Bondholders on the terms described in this resolution
below] pursuant to a First Bond Sale and Purchase
Agreement as specified, is, subject to this resolution
below..CONTD
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 20
The Gabelli Asset Fund
CONTD...the transfer and sale of the remaining outstanding Non-Voting
principal amount of-the Bonds [the Second Bonds] [together
with all accrued but unpaid interest t-hereon] to a
company to be established on terms approved by the Nominee
for th-e purpose of purchasing those Bonds [the Second
Bond Purchaser], the ordinary-shares of which are and will
be held by or on behalf of the Nominee as nominee-for the
Bondholders for the purposes described in this
Extraordinary Resoluti-on and on the terms described in
this resolution below, in consideration for t-he issue to
the Nominee [or on its behalf] of such number of further
shares in-the capital of the Second Bond Purchaser
credited as fully paid [together wit-h the two ordinary
shares of the Second Bond Purchaser then in issue, the
Seco-nd Bond Purchaser Shares] as have a value at EUR 0.05
per Second Bond Purchase-r Share equal to the aggregate
value [the Second Bond Amount] of principal amo-unt of
Bonds held by the Second Bond Purchaser and accrued but
unpaid interest-thereon, such Second Bond Purchaser Shares
to be held by or on behalf of the-Nominee for the Relevant
Bondholders in the terms described in this
resolution-below, pursuant to a Second Bond Sale and
Purchase Agreement [subject to the-right and power of the
Nominee, if it deems it necessary or desirable, itself-to
hold the Second Bonds in its own name [or through a
nominee] and/or itself-or through a nominee [and in
substitution for the Second Bond Purchaser] enter-into the
Underwriting Agreement referred to in this resolution
below and carry out the Second Bond Purchaser's obligation
pursuant thereto [and subject to-this resolution below];
and the sale by the Nominee [or on its behalf] of
the-First Bond Purchaser Shares to the Company in
consideration for the issue by t-he Company to the Nominee
[or on its behalf] [for the account of the
Relevant-Bondholders on the terms as set out in this
resolution below] of such number o-f new ordinary shares
in the capital of the Company, credited as fully paid,
[-the First Company Shares] as is equal to the number of
First Bond Purchaser Sh-ares pursuant to a First Share
Sale and Purchase Agreement; the irrevocable in-struction
to the Nominee to vote the First Company Shares then held
by the Nom-inee [or on its behalf] in favor of the Share
Capital Resolutions and the Righ-ts Issue Resolution [in
each case as defined in this resolution below] togethe-r
with such other resolutions as the Nominee acting on the
instructions of the- Ad Hoc Committee [or its appointee]
considers necessary or desirable to ensur-e the passing of
the Share Capital Resolutions and the Rights Issue
Resolution-and to vote the First Company Shares then held
by the Nominee [or on its beha-lf] against any resolutions
proposed at the Shareholder Meeting [as defined in- this
resolution below] which the Nominee acting on the
instructions of the Ad-Hoc Committee [or its appointee]
considers may prevent or hinder the passing-of the Share
Capital Resolutions or the Rights Issue Resolution; and at
all ti-mes whilst the Nominee [or some other person on its
behalf] remains the regist-ered holder of the relevant
First Company Shares, the instruction and authorit-y to
the Nominee to vote those First Company Shares in respect
of which a vali-d voting instruction form [as described in
the Memorandum] has been received b-y the Nominee [or on
its behalf] by not later than 3 Business Days before
the-date of the relevant meeting of shareholders of the
Company, at such meetings-of the Company and on such
resolutions to be proposed at such meeting[s] [but-not the
resolutions referred to this resolution above] as directed
by such vot-ing instruction forms, is, subject to this
resolution below; and if the Compan-y's shareholders pass
the ordinary resolutions to increase the Company's
autho-rized share capital by at l
CONTD.. if the Company's shareholders pass the Share Non-Voting
Capital Resolutions but n-ot the Rights Issue Resolution
the sale by the Nominee of the Second Bond Purc-haser
Shares to the Company in consideration for the issue by
the Company to t-he Nominee [or on its behalf] for the
account of the Relevant Bondholders on t-he terms
described in paragraph 8 and subject to this resolution
below and in-accordance with this resolution below, of a
number of new ordinary shares in t-he capital of the
Company credited as fully paid [the Second Company Shares]
e-qual to the number of Second Bond Purchaser Shares,
credited as fully paid, pu-rsuant to a Second Share Sale
and Purchase Agreement, is, subject to this reso-lution;
and authorize and direct the Nominee [and the Trustee, to
the extent i-t is party to any of the following agreements
and any nominee or delegate of t-he Nominee to the extent
appropriate] is, subject to this resolution below,
to-execute as nominee on behalf of the Bondholders the
First Bond Sale and Purch-ase Agreement, the Second Bond
Sale and Purchase Agreement, the First Share Sa-le and
Purchase Agreement, the Second Share Sale and Purchase
Agreement, the U-nderwriting Agreement, [and/or any
documents or agreements which may be substi-tuted for them
as a result of the operation of the authorities contained
in th-is resolution below], and all associated transfer
forms or instructions, and a-ny other deeds, agreements,
instruments, instructions, things or acts necessar-y or
desirable in order to consummate and give effect to the
transactions cont- emplated in any of these agreements;
and authorize and direct the
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 21
The Gabelli Asset Fund
Nominee, sub-ject to this resolution, to give on behalf of
each Bondholder any instructions-to or via Euroclear or
Clearstream, Luxembourg [the Clearing Systems] which a-re
necessary to effect a transfer of its Bonds to the Nominee
[or on its behal-f] and/or to the First Bond Purchaser
and/or to the Second Bond Purchaser; and-authorize, direct
and instruct the Nominee, subject to this resolution, to
tr-ansfer the First Company Shares and the Second Company
Shares to the Eligible-Bondholders [as defined below] and
to transfer or procure that the Second Bond-Purchaser
transfers] the Rights Proceeds to the Relevant Bondholders
in accor-dance with their pro rata entitlements as
referred to in this resolution below-: as soon as
practicable after the conclusion of the Shareholder
Meeting in th-e case of the First Company Shares; as soon
as practicable after the conclusio-n of the Rights Issue
in respect of the Rights Proceeds and; in circumstances-
where the Rights Resolution has not been passed as soon as
practicable after t-he completion of the Second Share Sale
and Purchase Agreement [or any agreemen-t substituted
thereof] in respect of the Second Company Shares: in the
case of-those Relevant Bondholders who have notified the
Nominee [or some other perso-n on its behalf] of a CREST
Stock account for such purposes before 5.00 p.m. o-n the
Business Day prior to the date of transfer, in
uncertificated form [in t-he case of shares] to such CREST
Stock accounts; and in all other cases, in ce-rtificated
form [in the case of shares] or by cheque [in the case of
cash] by- post to the registered address of such Relevant
Bondholder as notified by the-Relevant Bondholder to the
Nominee [or on its behalf] [or, in the case of join-t
Relevant Bondholders, the first named] [and at the sole
risk of the relevant-Bondholder]; and authorize the
Nominee in distributing any Shares or cash to-make or
procure the making of such provision to deal with
fractional entitleme-nts and cash amounts as it sees fit;
and authorize, direct and instruct the No-minee, subject
to this resolution below, to hold and to procure that any
nomin-ee or delegate of it holds: the First Bond Purchaser
Shares pending completion-of the First Bond
CONTD..and each element of the Proposal described in this Non-Voting
Extraordinary Resolu-tion applies only to Eligible
Bondholders [as defined below] and accordingly:-excluded
Bondholders [as defined below] have no right to receive or
beneficial-ly be entitled to any shares in the capital of
the First Bond Purchaser, the S-econd Bond Purchaser or
the Company or any other consideration for their
Bonds-other than cash [whether directly or by way of sale
of securities]; instead,-authorize and direct the Nominee
to retain otherwise than for the account of E-xcluded
Bondholders any securities which would otherwise be held
by it for the-account of the Excluded Bondholders on a pro
rata basis and to procure the sa-le of such securities in
the market at the best price reasonably obtainable an-d to
remit the proceeds of such sale to Excluded Bondholders,
net of the expen-ses of such sale, on the basis that
neither the Company nor the Nominee will h-ave any
responsibility for the timing of the sale or the price
obtainable; and-authorize the Ad Hoc Committee of
Bondholders [as defined and described in th-e Memorandum],
acting through the holders of a majority in principal
amount of-Bonds held by the members of the Ad Hoc
Committee from time to time, on behal-f of all Bondholders
[and without liability to Bondholders for their actions
a-nd determinations taken in good faith] to: represent the
interests of all Bond-holders and may exercise all and any
powers or discretions which the Bondholde-rs could
themselves exercise by Extraordinary Resolution; agree
with the Compa-ny such variations or amendments to the
mechanics and process for the implemen-tation of the
Proposal as such Ad Hoc Committee [in its
absolute discretion] c-onsiders necessary or desirable and
for the benefit of Bondholders generally i-ncluding,
without limitation, variations to those documents and
agreements ref-erred to in this resolution above and the
arrangements authorized by this reso- lution above and
agreeing, where relevant substitutes therefore, and
subject t-o the concurrence of the Nominee acting on the
instructions of the Ad Hoc Comm-ittee and such variations,
amendments, actions, documents, agreements or other-wise
shall be binding on all Bondholders and authorize the
Nominee to execute-all such agreements and documents and
take all actions as may be necessary to-effect such
variations or amendments; and consent to the waiver [on
such terms-, if any, as the Ad Hoc Committee deems fit] of
any or all of the Conditions a-t the commencement of this
resolution other than that as specified in this
res-olution; and the Ad Hoc Committee members will have
absolute and uncontrolled-discretion as to the exercise of
the Ad Hoc Committee's powers, discretions an-d functions
and will not be responsible or liable to any person for
any loss,-liability, cost, claim, action, demand, expense
or inconvenience which may res- ult from their exercise or
non-exercise of any power or discretion and: no Ad-Hoc
Committee member shall assume any responsibility towards
or have any liabi-lity to the Bondholders, the Trustee,
the Nominee, the Issuer or the Company o-r any other
party, save in respect of liability arising from an Ad Hoc
Committ- ee member's own fraud or willful misconducts, and
no Ad Hoc Committee member s-hall be liable for anything
done or not done by it or any of them under or
in-connection with the Bonds save in the case of their own
fraud or willful misco-nduct; and this Meeting approves,
sanctions and ratifies all exercises of the-powers,
discretions and authorities hereby conferred on the Ad Hoc
Committee a-nd made or exercised prior to this Meeting and
approve sanctions every abrogat-ion, modification,
compromise or arrangement in respect of the rights of the
B-ondholders appertaining to the Bonds against the Issuer
and the Guarantor, whe-ther or not such r
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 22
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
INDEPENDENT NEWS AND MEDIA PLC
SECURITY G4755S126 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 13-Nov-2009
ISIN IE0004614818 AGENDA 702111408 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1. PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: approve Shareholder Against For
to revoke the ordinary resolution adopted by the members
on 12 JUN 2009 empowering the Directors to allot and issue
relevant securities for the purposes of Section 20 of the
Companies [Amendment] Act 1983
- --------------------------------------------------------------------------------
VIVO PARTICIPACOES SA, SAO PAULO
SECURITY P9810G108 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 13-Nov-2009
ISIN BRVIVOACNOR1 AGENDA 702124227 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER
TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO
BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE
PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting
SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY VOTES IN FAVOR
AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE A-LLOWED.
THANK YOU
a. Approve the protocol of merger and instrument of Management For For
justification of Telemig Celular Participacoes S.A. into
Vivo Participacoes S.A. Protocol, signed between the
Management of the Company and of Telemig Celular
Participacoes S.A having as its purpose the merger of
Telemig Celular Participacoes S.A. into the Company
b. Approve to take the cognizance and ratify the appointment Management For For
made by the Managers of the Company and of Telemig Celular
Participacoes S.A of the Independent Valuation Company
Ernst & Young Auditores Independentes SS, responsible for
the preparation of the book valuation report for the
assets of Telemig Celular Participacoes S.A. that are to
be transferred to the Company
c. Approve the valuation report referred to in Resolution B Management For For
above
d. Approve the merger of Telemig Celular Participacoes S.A. Management For For
into the Company and its implementation
e. Approve the creation of the new position of the Vice Management For For
President for resources, and the consequent amendment of
the wording of the main part of Article 20 and the
inclusion of line at VII in Article 23 of the Corporate
Bylaws of the Company
f. Approve to consolidate the Corporate Bylaws of the Company Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN Non-Voting
MEETING DATE. IF YOU HAVE-ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU D-ECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 23
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
VIVO PARTICIPACOES SA, SAO PAULO
SECURITY P9810G116 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 13-Nov-2009
ISIN BRVIVOACNPR8 AGENDA 702124241 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER
TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO
BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE
PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting
SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY VOTES IN FAVOR
AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE A-LLOWED.
THANK YOU
PLEASE NOTE THAT THE PREFERRED SHAREHOLDERS CAN VOTE ON Non-Voting
ALL ITEMS. THANK YOU.
A. Approve the protocol of merger and instrument of Management For For
justification of Telemig Celular Participacoes S.A. into
Vivo Participacoes S.A. Protocol, signed between the
Management of the Company and of Telemig Celular
Participacoes S.A., having as its purpose the merger of
Telemig Celular Participacoes S.A. into the Company
B. Approve to take cognizance of and ratify the appointment Management For For
made by the Managers of the Company and of Telemig Celular
Participacoes S.A. , of the Independent Valuation Company
Ernst & Young Auditores Independentes SS, responsible for
the preparation of the book valuation report for the
assets of Telemig Celular Participacoes S.A. that are to
be transferred to the Company
C. Approve the valuation report referred to in Resolution B Management For For
above
D. Approve the merger of Telemig Celular Participacoes S.A. Management For For
into the Company and its implementation
E. Approve the creation of the new position of Vice President Management For For
for resources, and the consequent amendment of the wording
of the main part of Article 20 and the inclusion of line
at VII in Article 23 of the Corporate Bylaws of the Company
F. Approve to consolidate the Corporate Bylaws of the Company Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN Non-Voting
MEETING DATE. IF YOU HAVE-ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU D-ECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------
SMITHS GROUP PLC
SECURITY G82401111 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 17-Nov-2009
ISIN GB00B1WY2338 AGENDA 702117917 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1. Adopt the report and accounts Management For For
2. Approve the Directors remuneration Management For For
3. Declare a final dividend Management For For
4. Re-elect Sir Kevin Tebbit as a Director Management For For
5. Elect Ms. A. C. Quinn as a Director Management For For
6. Re-appoint PricewaterhouseCoopers LLP as the Auditor Management For For
7. Approve the Auditors remuneration Management For For
8. Grant authority to issue shares pursuant to Section 551 of Management For For
Companies Act 2006
S.9 Grant authority to disapply pre emption rights Management For For
S.10 Grant authority to make market purchases of shares Management For For
S.11 Approve the changes to Articles of Association and adopt Management For For
the new Articles of Association
S.12 Grant authority to call general meetings other than annual Management For For
general meetings on not less than 14 clear days notice
13. Grant authority to make political donations and expenditure Management For For
- --------------------------------------------------------------------------------
THE CLOROX COMPANY
SECURITY 189054109 MEETING TYPE Annual
TICKER SYMBOL CLX MEETING DATE 18-Nov-2009
ISIN US1890541097 AGENDA 933151627 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: DANIEL BOGGAN, JR Management For For
1B ELECTION OF DIRECTOR: RICHARD H. CARMONA Management For For
1C ELECTION OF DIRECTOR: TULLY M. FRIEDMAN Management For For
1D ELECTION OF DIRECTOR: GEORGE J. HARAD Management For For
1E ELECTION OF DIRECTOR: DONALD R. KNAUSS Management For For
1F ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT Management For For
1G ELECTION OF DIRECTOR: GARY G. MICHAEL Management For For
1H ELECTION OF DIRECTOR: EDWARD A. MUELLER Management For For
1I ELECTION OF DIRECTOR: JAN L. MURLEY Management For For
1J ELECTION OF DIRECTOR: PAMELA THOMAS-GRAHAM Management For For
1K ELECTION OF DIRECTOR: CAROLYN M. TICKNOR Management For For
2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Management For For
FIRM.
3 STOCKHOLDER PROPOSAL ON INDEPENDENT CHAIRMAN Shareholder Against For
- --------------------------------------------------------------------------------
DEUTSCHE TELEKOM AG
SECURITY 251566105 MEETING TYPE Special
TICKER SYMBOL DT MEETING DATE 19-Nov-2009
ISIN US2515661054 AGENDA 933152338 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 RESOLUTION ON THE APPROVAL OF THE SPIN-OFF AND TAKE-OVER Management For
AGREEMENT CONCLUDED ON SEPTEMBER 3, 2009 WITH T-MOBILE
DEUTSCHLAND GMBH WITH ITS REGISTERED OFFICES IN BONN.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 24
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
CAMPBELL SOUP COMPANY
SECURITY 134429109 MEETING TYPE Annual
TICKER SYMBOL CPB MEETING DATE 19-Nov-2009
ISIN US1344291091 AGENDA 933153152 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 EDMUND M. CARPENTER For For
2 PAUL R. CHARRON For For
3 DOUGLAS R. CONANT For For
4 BENNETT DORRANCE For For
5 HARVEY GOLUB For For
6 LAWRENCE C. KARLSON For For
7 RANDALL W. LARRIMORE For For
8 MARY ALICE D. MALONE For For
9 SARA MATHEW For For
10 WILLIAM D. PEREZ For For
11 CHARLES R. PERRIN For For
12 A. BARRY RAND For For
13 NICK SHREIBER For For
14 ARCHBOLD D. VAN BEUREN For For
15 LES C. VINNEY For For
16 CHARLOTTE C. WEBER For For
2 RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
3 RE-APPROVE CAMPBELL SOUP COMPANY ANNUAL INCENTIVE PLAN. Management For For
- --------------------------------------------------------------------------------
DIRECTV
SECURITY 25459L106 MEETING TYPE Special
TICKER SYMBOL DTV MEETING DATE 19-Nov-2009
ISIN US25459L1061 AGENDA 933157807 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY Management Against Against
3, 2009, AS AMENDED, BY AND AMONG LIBERTY MEDIA
CORPORATION, LIBERTY ENTERTAINMENT, INC., THE DIRECTV
GROUP, INC., DIRECTV, DTVG ONE, INC., AND DTVG TWO, INC.
02 TO APPROVE THE VOTING AND RIGHT OF FIRST REFUSAL Management Against Against
AGREEMENT, DATED AS OF MAY 3, 2009, AS AMENDED, BY AND
AMONG THE DIRECTV GROUP, INC., LIBERTY ENTERTAINMENT,
INC., DIRECTV, JOHN C. MALONE, LESLIE MALONE, THE TRACY L.
NEAL TRUST A AND THE EVAN D. MALONE TRUST A.
03 TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING, IF Management Against Against
NECESSARY OR APPROPRIATE, TO PERMIT FURTHER SOLICITATION
OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE
SPECIAL MEETING TO APPROVE THE PROPOSALS DESCRIBED ABOVE
IN ACCORDANCE WITH THE MERGER AGREEMENT.
- --------------------------------------------------------------------------------
LIBERTY MEDIA CORPORATION
SECURITY 53071M500 MEETING TYPE Special
TICKER SYMBOL LMDIA MEETING DATE 19-Nov-2009
ISIN US53071M5004 AGENDA 933160107 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 A REDEMPTION PROPOSAL TO REDEEM A PORTION OF THE Management Against Against
OUTSTANDING SHARES OF SERIES A LIBERTY ENTERTAINMENT
COMMON STOCK AND SERIES B LIBERTY ENTERTAINMENT COMMON
STOCK FOR ALL OF THE OUTSTANDING SHARES OF LIBERTY
ENTERTAINMENT, INC. (LEI) (THE SPLIT-OFF).
2A A MINORITY REDEMPTION PROPOSAL TO APPROVE (I) THE Management Against Against
SPLIT-OFF AND (II) THE TRANSACTIONS CONTEMPLATED THEREBY
(INCLUDING THE TRANSACTIONS CONTEMPLATED BY A
REORGANIZATION AGREEMENT TO BE ENTERED INTO BETWEEN
LIBERTY MEDIA AND LEI).
2B A MERGER PROPOSAL TO APPROVE (I) THE AGREEMENT AND PLAN OF Management Against Against
MERGER, DATED AS OF MAY 3, 2009, AND AS AMENDED ON JULY
29, 2009 AND OCTOBER 2, 2009, BY AND AMONG LIBERTY MEDIA,
LEI, DIRECTV AND THE OTHER PARTIES NAMED THEREIN (THE
MERGER AGREEMENT) AND (II) THE TRANSACTIONS CONTEMPLATED
THEREBY.
2C A CONTRIBUTION PROPOSAL TO APPROVE (I) THE VOTING AND Management Against Against
RIGHT OF FIRST REFUSAL AGREEMENT, DATED AS OF MAY 3, 2009,
AND AS AMENDED ON JULY 29, 2009 AND OCTOBER 2, 2009, BY
AND AMONG THE DIRECTV GROUP INC., LEI, DIRECTV, JOHN C.
MALONE, LESLIE MALONE AND CERTAIN TRUSTS IN FAVOR OF THEIR
CHILDREN, AND (II) THE TRANSACTIONS CONTEMPLATED THEREBY.
03 AN ADJOURNMENT PROPOSAL TO AUTHORIZE THE ADJOURNMENT OF Management Against Against
THE SPECIAL MEETING BY LIBERTY MEDIA CORPORATION TO PERMIT
FURTHER SOLICITATION OF PROXIES, IF NECESSARY OR
APPROPRIATE, IF SUFFICIENT VOTES ARE NOT REPRESENTED AT
THE SPECIAL MEETING TO APPROVE THE TRANSACTION PROPOSALS.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 25
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
THE HAIN CELESTIAL GROUP, INC.
SECURITY 405217100 MEETING TYPE Annual
TICKER SYMBOL HAIN MEETING DATE 19-Nov-2009
ISIN US4052171000 AGENDA 933160690 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 IRWIN D. SIMON For For
2 BARRY J. ALPERIN For For
3 RICHARD C. BERKE For For
4 BETH L. BRONNER For For
5 JACK FUTTERMAN For For
6 DANIEL R. GLICKMAN For For
7 MARINA HAHN For For
8 ROGER MELTZER For For
9 LEWIS D. SCHILIRO For For
10 LAWRENCE S. ZILAVY For For
02 TO APPROVE AN EXECUTIVE INCENTIVE PLAN INTENDED TO COMPLY Management For For
WITH SECTION 162(M) OF THE INTERNAL REVENUE CODE.
03 TO VOTE, ON AN ADVISORY BASIS, FOR THE COMPENSATION Management For For
AWARDED TO THE NAMED EXECUTIVE OFFICERS FOR THE FISCAL
YEAR ENDED JUNE 30, 2009, AS SET FORTH IN THE SUMMARY
COMPENSATION TABLE.
04 TO APPROVE THE AMENDEMENT OF THE AMENDED AND RESTATED 2002 Management Against Against
LONG TERM INCENTIVE AND STOCK AWARD PLAN.
05 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP, TO ACT AS Management For For
REGISTERED INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE
FISCAL YEAR ENDING JUNE 30, 2010.
- --------------------------------------------------------------------------------
DONALDSON COMPANY, INC.
SECURITY 257651109 MEETING TYPE Annual
TICKER SYMBOL DCI MEETING DATE 20-Nov-2009
ISIN US2576511099 AGENDA 933152530 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 JACK W. EUGSTER For For
2 JOHN F. GRUNDHOFER For For
3 PAUL DAVID MILLER For For
2 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
DONALDSON COMPANY, INC'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM TO AUDIT THE COMPANY'S FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDING JULY 31, 2010.
- --------------------------------------------------------------------------------
NEW HOPE CORPORATION LTD
SECURITY Q66635105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 26-Nov-2009
ISIN AU000000NHC7 AGENDA 702134064 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1. Receive the financial statements of New Hope Corporation Non-Voting
Limited and Controlle-d Entities, including the Directors'
Report and the Auditor's Report in respec-t of the YE 31
JUL 2009
2. Adopt the remuneration report for the FYE 31 JUL 2009 as Management For For
set out in the Directors' annual report and financial
statements
3.a Re-elect Mr. P. R. Robinson as a Director of the Company, Management For For
who retires in accordance with the Company's Constitution
3.b Re-elect Mr. W. H. Grant as a Director of the Company, who Management For For
retires in accordance with the Company's Constitution
3.c Approve, in accordance with Section 201H[3] of the Management For For
Corporations Act 2001, to confirm the appointment of Mr.
R.C. Neale as a Director of the Company who was appointed
by the other Directors as a Director on 14 NOV 2008
3.d Re-elect, in the event that Resolution 3C is passed, Mr. Management For For
R.C. Neale as a Director of the Company, who retires in
accordance with the Company's Constitution
4. Approve, in accordance with the Listing Rule 10.17, to Management For For
increase the maximum aggregate remuneration payable by New
Hope to the Non-Executive Directors of the Company for
their services by AUD 500,000 per annum to AUD 1,000,000
per annum
VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSAL 4 AND Non-Voting
VOTES CAST BY ANY I-NDIVIDUAL OR RELATED PARTY WHO BENEFIT
FROM THE PASSING OF THE PROPOSAL/S WILL-BE DISREGARDED.
HENCE, IF YOU HAVE OBTAINED BENEFIT OR DO EXPECT TO OBTAIN
FU- TURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE "ABSTAIN")
FOR THE RELEVANT PROPOSAL-ITEMS.
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT Non-Voting
OF RESOLUTION 4 AND-INSERTION OF VOTING EXCLUSION COMMENT.
IF YOU HAVE ALREADY SENT IN YOUR VOTES,-PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL- INSTRUCTIONS. THANK YOU.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 26
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
INDEPENDENT NEWS AND MEDIA PLC
SECURITY G4755S126 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 26-Nov-2009
ISIN IE0004614818 AGENDA 702144433 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1. Approve to dispose the Group's entire shareholding in INM Management For For
Outdoor [the "Disposal"] for gross sale proceeds of ZAR
1,100 million [approximately EUR 98 million]
- --------------------------------------------------------------------------------
INDEPENDENT NEWS AND MEDIA PLC
SECURITY G4755S126 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 26-Nov-2009
ISIN IE0004614818 AGENDA 702150018 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1. Approve to increase the authorized share capital of the Management For For
Company
2. Authorize the Directors to allot relevant securities up to Management For For
the amount equal to the authorized but unissued share
capital of the Company
S.3 Grant authority to dis-apply pre-emption rights Management For For
- --------------------------------------------------------------------------------
VIVO PARTICIPACOES SA, SAO PAULO
SECURITY P9810G116 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 30-Nov-2009
ISIN BRVIVOACNPR8 AGENDA 702155549 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER
TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO
BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE
PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting
SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY VOTES IN FAVOR
AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE A-LLOWED.
THANK YOU
PLEASE NOTE THAT SHAREHOLDERS CAN VOTE ON ALL RESOLUTIONS. Non-Voting
THANK YOU.
1. Approve to change the Corporate purpose of the Company Management For For
2. Approve to consolidate the Corporate By-laws Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF Non-Voting
RECORD DATE. IF YOU HAVE-ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU D-ECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------
VIVO PARTICIPACOES SA, SAO PAULO
SECURITY P9810G108 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 30-Nov-2009
ISIN BRVIVOACNOR1 AGENDA 702156820 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER
TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO
BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE
PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting
SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY VOTES IN FAVOR
AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE A-LLOWED.
THANK YOU.
A. Approve to change the corporate purpose of the Company Management For For
B. Approve to consolidate the Corporate By-Laws Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF Non-Voting
RECORD DATE. IF YOU HAVE-ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU D-ECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 27
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
VOLKSWAGEN AG, WOLFSBURG
SECURITY D94523145 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 03-Dec-2009
ISIN DE0007664005 AGENDA 702140978 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
PLEASE NOTE THAT VOTING INSTRUCTIONS HAVE TO BE RECEIVED Non-Voting
IN WRITTEN FORM FOR V-OTING RIGHTS TO BE EXERCISED AT THIS
MEETING. IF YOU WISH TO VOTE, PLEASE EMAI-L SIMONE KORN
(SIMONE.KORN@BROADRIDGE.COM) AND FRANZISKA FUNKE
(FRANZISKA.FUNK-E@BROADRIDGE.COM) TO REQUEST THE NECESSARY
FORMS. WHEN REQUESTING FORMS, PLEAS-E STATE YOUR PROXYEDGE
INSTITUTION ID TO MAKE SURE YOU RECEIVE THE CORRECT DOC-
UMENTATION FOR YOUR ACCOUNTS. IF YOU ONLY WANT TO VOTE A
SUBSET OF YOUR ACCOUN-TS, PLEASE LIST ALL ACCOUNTS TO BE
VOTED IN ADDITION TO YOUR PROXYEDGE ID. VOT-ES INPUT INTO
PROXYEDGE WILL BE RECORDED FOR RECORD KEEPING PURPOSES BUT
WILL- NOT BE PROCESSED. PLEASE NOTE DUE TO THESE SPECIAL
REQUIREMENTS ALL WRITTEN FO-RMS MUST BE RETURNED BY
20.11.2009, 15:00 GMT.
AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting
REQUIRE THAT YOU DISCLOSE-WHETHER YOU HAVE A CONTROLLING
OR PERSONAL INTEREST IN THIS COMPANY. SHOULD EI-THER BE
THE CASE, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE SO THAT WE-MAY LODGE YOUR INSTRUCTIONS
ACCORDINGLY. IF YOU DO NOT HAVE A CONTROLLING OR- PERSONAL
INTEREST, SUBMIT YOUR VOTE AS USUAL THANK YOU
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS Non-Voting
12.11.2009, WHEREAS-THE MEETING HAS BEEN SETUP USING THE
ACTUAL RECORD DATE - 1 BUSINESS DAY. THI-S IS DONE TO
ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH
THE GE-RMAN LAW. THANK YOU
1. Creation of Authorized Capital and corresponding amendment Management For For
to the Articles of Association
2. Creation of rights of appointment and corresponding Management For For
amendment to the Articles of Association
3. Arrangements governing qualified majorities at the General Management For For
Meeting and corresponding amendment to the Articles of
Association
4.1. Election of members of the Supervisory Board: Dr. Hans Management For For
Michel Pich
4.2. Election of members of the Supervisory Board: Dr. Management For For
Ferdinand Oliver Porsche
5. Amendments to the Articles of Association to reflect the Management For For
Gesetz zur Umsetzung der Aktionaersrechterichtlinie (ARUG
- German Act Implementing the Shareholder Rights Directive)
- --------------------------------------------------------------------------------
SEACOAST BANKING CORPORATION OF FLORIDA
SECURITY 811707306 MEETING TYPE Special
TICKER SYMBOL SBCF MEETING DATE 03-Dec-2009
ISIN US8117073069 AGENDA 933157720 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 INCREASE AUTHORIZED CAPITAL STOCK Management For For
02 ADJOURNMENT OF THE MEETING Management For For
- --------------------------------------------------------------------------------
FARMER BROS. CO.
SECURITY 307675108 MEETING TYPE Annual
TICKER SYMBOL FARM MEETING DATE 10-Dec-2009
ISIN US3076751086 AGENDA 933159813 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 JOHN H. MERRELL For For
2 JEANNE FARMER GROSSMAN For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 28
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
GRUPO TELEVISA, S.A.B.
SECURITY 40049J206 MEETING TYPE Special
TICKER SYMBOL TV MEETING DATE 10-Dec-2009
ISIN US40049J2069 AGENDA 933171679 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
I PROPOSAL IN CONNECTION WITH A DIVIDEND PAYMENT TO THE Management For For
SHAREHOLDERS; RESOLUTIONS IN THIS REGARD.
II APPOINTMENT OF DELEGATES WHO WILL CARRY OUT AND FORMALIZE Management For For
THE RESOLUTIONS ADOPTED AT THIS MEETING.
- --------------------------------------------------------------------------------
THE GREAT ATLANTIC & PACIFIC TEA CO INC.
SECURITY 390064103 MEETING TYPE Special
TICKER SYMBOL GAP MEETING DATE 15-Dec-2009
ISIN US3900641032 AGENDA 933165614 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 APPROVAL AS REQUIRED PURSUANT TO NEW YORK STOCK EXCHANGE Management Against Against
RULE 312, OF (X) THE SHARES OF OUR CONVERTIBLE PREFERRED
STOCK WHEN VOTING TOGETHER WITH THE COMMON STOCK BECOMING
ENTITLED TO CAST THE FULL NUMBER OF VOTES ON AN
AS-CONVERTED BASIS AND (Y) THE ISSUANCE OF THE FULL AMOUNT
OF COMMON STOCK UPON THE EXERCISE OF CONVERSION RIGHTS OF
THE CONVERTIBLE PREFERRED STOCK
02 APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL Management Against Against
MEETING
- --------------------------------------------------------------------------------
AUTOZONE, INC.
SECURITY 053332102 MEETING TYPE Annual
TICKER SYMBOL AZO MEETING DATE 16-Dec-2009
ISIN US0533321024 AGENDA 933158013 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 WILLIAM C. CROWLEY For For
2 SUE E. GOVE For For
3 EARL G. GRAVES, JR. For For
4 ROBERT R. GRUSKY For For
5 J.R. HYDE, III For For
6 W. ANDREW MCKENNA For For
7 GEORGE R. MRKONIC, JR. For For
8 LUIS P. NIETO For For
9 WILLIAM C. RHODES, III For For
10 THEODORE W. ULLYOT For For
02 APPROVAL OF AUTOZONE, INC. 2010 EXECUTIVE INCENTIVE Management For For
COMPENSATION PLAN.
03 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2010 FISCAL YEAR.
- --------------------------------------------------------------------------------
VIMPEL-COMMUNICATIONS
SECURITY 68370R109 MEETING TYPE Special
TICKER SYMBOL VIP MEETING DATE 17-Dec-2009
ISIN US68370R1095 AGENDA 933166680 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 ALLOCATION OF PROFITS AND LOSSES RESULTING FROM OPERATIONS Management For For
DURING THE NINE MONTHS ENDING ON SEPTEMBER 30, 2009,
INCLUDING ADOPTION OF THE DECISION ON PAYMENT OF DIVIDENDS
TO HOLDERS OF COMMON REGISTERED SHARES, AND PAYMENT OF
DIVIDENDS TO HOLDERS OF PREFERRED REGISTERED SHARES OF
TYPE "A" BASED ON THE RESULTS OF THE NINE MONTHS ENDING ON
SEPTEMBER 30, 2009.
- --------------------------------------------------------------------------------
MARVEL ENTERTAINMENT, INC.
SECURITY 57383T103 MEETING TYPE Special
TICKER SYMBOL MVL MEETING DATE 31-Dec-2009
ISIN US57383T1034 AGENDA 933172722 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 ADOPTION OF AGREEMENT AND PLAN OF MERGER, AS SAME MAY BE Management For For
AMENDED FROM TIME TO TIME, BY AND AMONG THE WALT DISNEY
COMPANY, A DELAWARE CORPORATION ("DISNEY"), MAVERICK
ACQUISITION SUB, INC., A DELAWARE CORPORATION AND WHOLLY
OWNED SUBSIDIARY OF DISNEY, MAVERICK MERGER SUB, LLC, A
DELAWARE LIMITED LIABILITY COMPANY & WHOLLY OWNED
SUBSIDIARY OF DISNEY, & MARVEL ENTERTAINMENT, INC.
02 APPROVAL OF THE PROPOSAL TO ADJOURN THE SPECIAL MEETING, Management For For
IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES TO APPROVE THE MERGER PROPOSAL AT THE
TIME OF THE SPECIAL MEETING.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 29
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
BRASIL TELECOM S.A.
SECURITY 10553M200 MEETING TYPE Special
TICKER SYMBOL BTMC MEETING DATE 06-Jan-2010
ISIN US10553M2008 AGENDA 933177114 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 EXAMINE, DISCUSS AND RESOLVE ON THE APPROVAL OF THE Management For
PROTOCOL AND JUSTIFICATION OF THE SHARE EXCHANGE BETWEEN
THE COMPANY AND ITS CONTROLLING SHAREHOLDER COARI
PARTICIPACOES S.A., A PUBLICLY-HELD COMPANY WITH HEAD
OFFICES IN THE CITY OF RIO DE JANEIRO, STATE OF RIO DE
JANEIRO, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
02 RATIFY THE APPOINTMENT AND HIRING OF APSIS CONSULTORIA Management For
EMPRESARIAL LTDA., WITH HEAD OFFICE AT RUA SAO JOSE, 90 -
GROUP 1,802, IN THE CITY AND STATE OF RIO DE JANEIRO,
REGISTERED WITH THE NATIONAL CORPORATE TAXPAYERS'
REGISTERED UNDER NO. 27.281.922/0001-70 ("APSIS"), ALL AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
03 EXAMINE, DISCUSS AND RESOLVE ON THE APPROVAL OF THE Management For
APPRAISAL REPORT AND ON THE NET WORTH APPRAISAL REPORT AT
MARKET PRICES, PREPARED BY APSIS.
04 RESOLVE ON THE PROPOSAL OF THE SHARE EXCHANGE BETWEEN THE Management For
COMPANY AND COARI, AS SET FORTH IN ARTICLE 252 OF LAW NO.
6,404/76, AND IN THE TERMS AND CONDITIONS ESTABLISHED IN
THE PROTOCOL AND JUSTIFICATION (THE "SHARE EXCHANGE").
- --------------------------------------------------------------------------------
ZEP INC
SECURITY 98944B108 MEETING TYPE Annual
TICKER SYMBOL ZEP MEETING DATE 07-Jan-2010
ISIN US98944B1089 AGENDA 933168191 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 RONALD D. BROWN For For
2 E.W. DEAVENPORT JR For For
3 SIDNEY J. NURKIN For For
02 VOTE TO APPROVE THE ZEP INC. OMNIBUS INCENTIVE PLAN Management For For
03 VOTE TO RATIFY THE APPOINTMENT OF THE INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------
TICKETMASTER ENTERTAINMENT, INC.
SECURITY 88633P302 MEETING TYPE Annual
TICKER SYMBOL TKTM MEETING DATE 08-Jan-2010
ISIN US88633P3029 AGENDA 933165905 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO APPROVE THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF FEBRUARY 10, 2009, AS IT MAY BE
AMENDED FROM TIME TO TIME, AMONG LIVE NATION, INC.,
TICKETMASTER ENTERTAINMENT, INC. AND, FROM AND AFTER ITS
ACCESSION THERETO, MERGER SUB.
02 DIRECTOR Management
1 IRVING AZOFF For For
2 TERRY BARNES For For
3 MARK CARLETON For For
4 BRIAN DEEVY For For
5 BARRY DILLER For For
6 JONATHAN DOLGEN For For
7 DIANE IRVINE For For
8 CRAIG A. JACOBSON For For
9 VICTOR A. KAUFMAN For For
10 MICHAEL LEITNER For For
11 JONATHAN F. MILLER For For
03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
TICKETMASTER ENTERTAINMENT'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE 2009 FISCAL YEAR.
04 TO APPROVE THE AMENDED AND RESTATED TICKETMASTER Management For For
ENTERTAINMENT, INC. 2008 STOCK AND ANNUAL INCENTIVE PLAN.
05 TO APPROVE ANY MOTION TO ADJOURN THE ANNUAL MEETING TO Management For For
ANOTHER TIME OR PLACE, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 30
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
ACUITY BRANDS, INC.
SECURITY 00508Y102 MEETING TYPE Annual
TICKER SYMBOL AYI MEETING DATE 08-Jan-2010
ISIN US00508Y1029 AGENDA 933168824 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 GEORGE C. GUYNN For For
2 VERNON J. NAGEL For For
3 JULIA B. NORTH For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------
TICKETMASTER ENTERTAINMENT, INC.
SECURITY 88633P302 MEETING TYPE Annual
TICKER SYMBOL TKTM MEETING DATE 08-Jan-2010
ISIN US88633P3029 AGENDA 933172277 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO APPROVE THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF FEBRUARY 10, 2009, AS IT MAY BE
AMENDED FROM TIME TO TIME, AMONG LIVE NATION, INC.,
TICKETMASTER ENTERTAINMENT, INC. AND, FROM AND AFTER ITS
ACCESSION THERETO, MERGER SUB.
02 DIRECTOR Management
1 IRVING AZOFF For For
2 TERRY BARNES For For
3 MARK CARLETON For For
4 BRIAN DEEVY For For
5 BARRY DILLER For For
6 JONATHAN DOLGEN For For
7 DIANE IRVINE For For
8 CRAIG A. JACOBSON For For
9 VICTOR A. KAUFMAN For For
10 MICHAEL LEITNER For For
11 JONATHAN F. MILLER For For
03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
TICKETMASTER ENTERTAINMENT'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE 2009 FISCAL YEAR.
04 TO APPROVE THE AMENDED AND RESTATED TICKETMASTER Management For For
ENTERTAINMENT, INC. 2008 STOCK AND ANNUAL INCENTIVE PLAN.
05 TO APPROVE ANY MOTION TO ADJOURN THE ANNUAL MEETING TO Management For For
ANOTHER TIME OR PLACE, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 31
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
WALGREEN CO.
SECURITY 931422109 MEETING TYPE Annual
TICKER SYMBOL WAG MEETING DATE 13-Jan-2010
ISIN US9314221097 AGENDA 933170045 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 STEVEN A. DAVIS For For
2 WILLIAM C. FOOTE For For
3 MARK P. FRISSORA For For
4 ALAN G. MCNALLY For For
5 NANCY M. SCHLICHTING For For
6 DAVID Y. SCHWARTZ For For
7 ALEJANDRO SILVA For For
8 JAMES A. SKINNER For For
9 GREGORY D. WASSON For For
02 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
WALGREEN CO.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
03 AMEND AND RESTATE THE WALGREEN CO. EXECUTIVE STOCK OPTION Management Against Against
PLAN.
04 SHAREHOLDER PROPOSAL ON A POLICY TO CHANGE EACH VOTING Shareholder Against For
REQUIREMENT IN WALGREEN CO.'S CHARTER AND BY-LAWS TO
SIMPLE MAJORITY VOTE.
05 SHAREHOLDER PROPOSAL ON A POLICY THAT A SIGNIFICANT Shareholder Against For
PORTION OF FUTURE STOCK OPTION GRANTS TO SENIOR EXECUTIVES
SHOULD BE PERFORMANCE-BASED.
06 SHAREHOLDER PROPOSAL ON A WRITTEN REPORT ON CHARITABLE Shareholder Against For
DONATIONS.
- --------------------------------------------------------------------------------
DIAMOND FOODS, INC.
SECURITY 252603105 MEETING TYPE Annual
TICKER SYMBOL DMND MEETING DATE 15-Jan-2010
ISIN US2526031057 AGENDA 933169509 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 ROBERT M. LEA For For
2 DENNIS MUSSELL For For
3 GLEN C. WARREN, JR. For For
02 APPROVAL OF DELOITTE & TOUCHE LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
- --------------------------------------------------------------------------------
VISA INC.
SECURITY 92826C839 MEETING TYPE Annual
TICKER SYMBOL V MEETING DATE 20-Jan-2010
ISIN US92826C8394 AGENDA 933173281 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 ROBERT W. MATSCHULLAT For For
2 CATHY E. MINEHAN For For
3 DAVID J. PANG For For
4 WILLIAM S. SHANAHAN For For
5 JOHN A. SWAINSON For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR 2010.
- --------------------------------------------------------------------------------
BERKSHIRE HATHAWAY INC.
SECURITY 084670108 MEETING TYPE Special
TICKER SYMBOL BRKA MEETING DATE 20-Jan-2010
ISIN US0846701086 AGENDA 933174699 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO APPROVE AN AMENDMENT TO THE CORPORATION'S EXISTING Management For For
RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED (THE
"CURRENT CERTIFICATE"), TO EFFECT A 50-FOR-1 STOCK SPLIT
OF THE CORPORATION'S CLASS B COMMON STOCK, WHILE
MAINTAINING CURRENT ECONOMIC AND VOTING RELATIONSHIP
BETWEEN CORPORATION'S CLASS B COMMON STOCK AND THE
CORPORATION'S CLASS A COMMON STOCK.
02 TO APPROVE AN AMENDMENT TO THE CURRENT CERTIFICATE TO Management For For
CLARIFY THAT THE CLASS B COMMON STOCK MAY BE SPLIT IN THE
PROPOSED 50-FOR-1 SPLIT WITHOUT SPLITTING THE CLASS A
COMMON STOCK.
03 TO APPROVE AN AMENDMENT TO THE CURRENT CERTIFICATE TO Management For For
CHANGE THE PAR VALUE OF EACH SHARE OF CLASS B COMMON STOCK
IN CONNECTION WITH THE PROPOSED 50-FOR-1 SPLIT, TO $0.0033
FROM THE CURRENT PAR VALUE OF $0.1667 PER SHARE OF CLASS B
COMMON STOCK.
04 TO APPROVE AN AMENDMENT TO THE CURRENT CERTIFICATE TO Management For For
INCREASE THE NUMBER OF SHARES OF CLASS B COMMON STOCK AND
THE TOTAL NUMBER OF SHARES OF ALL CLASSES OF STOCK THAT
THE CORPORATION IS AUTHORIZED TO ISSUE.
05 TO APPROVE AN AMENDMENT TO THE CURRENT CERTIFICATE TO Management For For
REMOVE THE REQUIREMENT TO ISSUE PHYSICAL STOCK
CERTIFICATES FOR SHARES.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 32
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
WINCOR NIXDORF AG
SECURITY D9695J105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Jan-2010
ISIN DE000A0CAYB2 AGENDA 702179450 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting
REQUIRE THAT YOU DISCLOSE-WHETHER YOU HAVE A CONTROLLING
OR PERSONAL INTEREST IN THIS COMPANY. SHOULD EI-THER BE
THE CASE, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE SO THAT WE-MAY LODGE YOUR INSTRUCTIONS
ACCORDINGLY. IF YOU DO NOT HAVE A CONTROLLING OR- PERSONAL
INTEREST, SUBMIT YOUR VOTE AS NORMAL. THANK YOU.
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS Non-Voting
04 JAN 2010, WHEREAS-THE MEETING HAS BEEN SETUP USING THE
ACTUAL RECORD DATE - 1 BUSINESS DAY. THI-S IS DONE TO
ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH
THE GE-RMAN LAW. THANK YOU.
1. Presentation of the financial statements and annual report Non-Voting
for the 2008/2009 F-Y with the report of the Supervisory
Board, the Group financial statements, th-e Group annual
report, and the reports pursuant to Sections 289(4) and
315(4)-of the German Commercial Code
2. Resolution on the appropriation of the distributable Management For For
profit of EUR 188,749,004.66 as follows: payment of a
dividend of EUR 1.85 per no-par share, EUR 130,170,589.86
shall be carried forward, ex- dividend and payable date:
26 JAN 2010
3. Ratification of the acts of the Board of Managing Directors Management For For
4. Ratification of the acts of the Supervisory Board Management For For
5. Appointment of the Auditors for the 2009/2010 FY: KPMG AG, Management For For
Bielefeld
6. Renewal of the authorization to acquire own shares; the Management For For
Company shall be authorized to acquire own shares of up to
10% of the share capital, at prices not deviating more
than 10% from the market price of the shares, on or before
25 JUL 2011; the Board of Managing Directors shall be
authorized to use the shares for all legally admissible
purposes and especially to dispose of the shares in a
manner other than the stock exchange or an offer to all
shareholders if the shares are sold at a price not
materially below their market price, to use the shares in
connection with mergers and acquisitions, to use the
shares within the scope of the Company's stock option plan
as per item 7, to use the shares for satisfying conversion
or options rights, and for residual amounts
7. Resolution on the authorization to grant stock options, Management For For
the creation of new contingent capital, and the
Correspondent Amendment to the Articles of Association;
the Company shall be authorized to issue stock options for
shares of the Company to executives and employees of the
Company and its affiliates, on or before 24 JAN 2015; the
Company's share capital shall be increased accordingly by
up to EUR 1,654,249 through the issue of up to 1,654,249
new bearer no-par shares, insofar as stock options are
exercised [Contingent Capital I 2010]
8. Approval of the remuneration system for the Members of the Management For For
Board of Managing Directors
9.1 Amendments to the Articles of Association in accordance Management For For
with the law on the implementation of the shareholder
rights directive [ARUG]: Section 14(2), in respect of the
notice of shareholders meeting being published in the
electronic federal gazette at least 30 days prior to last
date of registration for the meeting
9.2 Amendments to the Articles of Association in accordance Management For For
with the law on the implementation of the shareholder
rights directive [ARUG]: Section 15, in respect of
shareholders being entitled to participate and vote at the
shareholders meeting if they register with the Company by
the sixth day prior to the meeting and provide evidence of
their shareholding as per the statutory record date
9.3 Amendments to the Articles of Association in accordance Management For For
with the law on the implementation of the shareholder
rights directive [ARUG]: Section 16, in respect of
shareholders being authorized to issue proxy voting
instructions, and the Board of Managing Directors being
authorized to provide for the shareholders to exercise
their right to vote, without participating at the meeting,
in writing or by way of electronic means of communication
- --------------------------------------------------------------------------------
ENERGIZER HOLDINGS, INC.
SECURITY 29266R108 MEETING TYPE Annual
TICKER SYMBOL ENR MEETING DATE 25-Jan-2010
ISIN US29266R1086 AGENDA 933174598 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 R. DAVID HOOVER For For
2 JOHN C. HUNTER For For
3 JOHN E. KLEIN For For
4 JOHN R. ROBERTS For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Management For For
AS INDEPENDENT AUDITOR.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 33
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
MONSANTO COMPANY
SECURITY 61166W101 MEETING TYPE Annual
TICKER SYMBOL MON MEETING DATE 26-Jan-2010
ISIN US61166W1018 AGENDA 933172900 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: FRANK V. ATLEE III Management For For
1B ELECTION OF DIRECTOR: DAVID L. CHICOINE, PH.D Management For For
1C ELECTION OF DIRECTOR: ARTHUR H. HARPER Management For For
1D ELECTION OF DIRECTOR: GWENDOLYN S. KING Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
03 APPROVAL OF PERFORMANCE GOALS UNDER THE MONSANTO COMPANY Management For For
2005 LONG-TERM INCENTIVE PLAN.
- --------------------------------------------------------------------------------
RALCORP HOLDINGS, INC.
SECURITY 751028101 MEETING TYPE Annual
TICKER SYMBOL RAH MEETING DATE 26-Jan-2010
ISIN US7510281014 AGENDA 933174889 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 BILL G. ARMSTRONG For For
2 J. PATRICK MULCAHY For For
3 WILLIAM P. STIRITZ For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS RALCORP Management For For
HOLDINGS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE FISCAL YEAR ENDING SEPTEMBER 30, 2010.
- --------------------------------------------------------------------------------
SALLY BEAUTY HOLDINGS, INC.
SECURITY 79546E104 MEETING TYPE Annual
TICKER SYMBOL SBH MEETING DATE 27-Jan-2010
ISIN US79546E1047 AGENDA 933173762 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 JAMES G. BERGES For For
2 MARSHALL E. EISENBERG For For
3 JOHN A. MILLER For For
4 RICHARD J. SCHNALL For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP AS THE Management For For
CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR 2010.
03 APPROVAL OF THE SALLY BEAUTY HOLDINGS, INC. 2010 OMNIBUS Management Against Against
INCENTIVE PLAN.
- --------------------------------------------------------------------------------
JOHNSON CONTROLS, INC.
SECURITY 478366107 MEETING TYPE Annual
TICKER SYMBOL JCI MEETING DATE 27-Jan-2010
ISIN US4783661071 AGENDA 933174322 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 DAVID P. ABNEY For For
2 ROBERT L. BARNETT For For
3 E.C. REYES-RETANA For For
4 JEFFREY A. JOERRES For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS AS INDEPENDENT Management For For
AUDITORS FOR 2010.
03 CONSIDERATION OF A SHAREHOLDER PROPOSAL TO ADOPT A Shareholder Against For
MAJORITY VOTE STANDARD.
- --------------------------------------------------------------------------------
ASHLAND INC.
SECURITY 044209104 MEETING TYPE Annual
TICKER SYMBOL ASH MEETING DATE 28-Jan-2010
ISIN US0442091049 AGENDA 933173724 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF CLASS III DIRECTOR: MARK C. ROHR Management For For
1B ELECTION OF CLASS III DIRECTOR: THEODORE M. SOLSO Management For For
1C ELECTION OF CLASS III DIRECTOR: MICHAEL J. WARD Management For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 34
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
COSTCO WHOLESALE CORPORATION
SECURITY 22160K105 MEETING TYPE Annual
TICKER SYMBOL COST MEETING DATE 28-Jan-2010
ISIN US22160K1051 AGENDA 933175300 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 B.S. CARSON, SR., M.D. For For
2 WILLIAM H. GATES For For
3 HAMILTON E. JAMES For For
4 JILL S. RUCKELSHAUS For For
02 AMENDMENT OF COMPANY'S FOURTH RESTATED STOCK INCENTIVE Management Against Against
PLAN.
03 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS. Management For For
- --------------------------------------------------------------------------------
ALBERTO-CULVER COMPANY
SECURITY 013078100 MEETING TYPE Annual
TICKER SYMBOL ACV MEETING DATE 28-Jan-2010
ISIN US0130781000 AGENDA 933176364 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 JAMES G. BROCKSMITH, JR For For
2 LEONARD H. LAVIN For For
3 ROBERT H. ROCK, D.B.A. For For
- --------------------------------------------------------------------------------
MUELLER WATER PRODUCTS INC.
SECURITY 624758108 MEETING TYPE Annual
TICKER SYMBOL MWA MEETING DATE 28-Jan-2010
ISIN AGENDA 933177164 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 DONALD N. BOYCE For For
2 HOWARD L. CLARK, JR. For For
3 GREGORY E. HYLAND For For
4 JERRY W. KOLB For For
5 JOSEPH B. LEONARD For For
6 MARK J. O'BRIEN For For
7 BERNARD G. RETHORE For For
8 NEIL A. SPRINGER For For
9 LYDIA W. THOMAS For For
10 MICHAEL T. TOKARZ For For
02 TO APPROVE THE 2010 MANAGEMENT INCENTIVE PLAN. Management For For
03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL 2010.
- --------------------------------------------------------------------------------
ROCKWELL AUTOMATION, INC.
SECURITY 773903109 MEETING TYPE Annual
TICKER SYMBOL ROK MEETING DATE 02-Feb-2010
ISIN US7739031091 AGENDA 933175653 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
A DIRECTOR Management
1 BARRY C. JOHNSON For For
2 W.T. MCCORMICK, JR. For For
3 KEITH D. NOSBUSCH For For
B TO APPROVE THE SELECTION OF DELOITTE & TOUCHE LLP AS THE Management For For
CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
C TO APPROVE AMENDMENTS TO THE CORPORATION'S 2008 LONG-TERM Management Against Against
INCENTIVES PLAN DESCRIBED IN THE PROXY STATEMENT.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 35
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
BECTON, DICKINSON AND COMPANY
SECURITY 075887109 MEETING TYPE Annual
TICKER SYMBOL BDX MEETING DATE 02-Feb-2010
ISIN US0758871091 AGENDA 933176807 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 HENRY P. BECTON, JR. For For
2 EDWARD F. DEGRAAN For For
3 CLAIRE M FRASER-LIGGETT For For
4 EDWARD J. LUDWIG For For
5 ADEL A.F. MAHMOUD For For
6 JAMES F. ORR For For
7 WILLARD J. OVERLOCK, JR For For
8 BERTRAM L. SCOTT For For
02 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM.
03 APPROVAL OF A BY-LAW AMENDMENT REGARDING SPECIAL Management For For
SHAREHOLDER MEETINGS.
04 APPROVAL OF AN AMENDMENT TO THE 2004 EMPLOYEE AND DIRECTOR Management Against Against
EQUITY-BASED COMPENSATION PLAN.
05 APPROVAL OF MATERIAL TERMS OF PERFORMANCE GOALS. Management For For
06 MAJORITY VOTING. Shareholder Against For
07 CUMULATIVE VOTING. Shareholder Against For
- --------------------------------------------------------------------------------
TYSON FOODS, INC.
SECURITY 902494103 MEETING TYPE Annual
TICKER SYMBOL TSN MEETING DATE 05-Feb-2010
ISIN US9024941034 AGENDA 933176857 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 DON TYSON For For
2 JOHN TYSON For For
3 LLOYD V. HACKLEY For For
4 JIM KEVER For For
5 KEVIN M. MCNAMARA For For
6 BRAD T. SAUER For For
7 ROBERT THURBER For For
8 BARBARA A. TYSON For For
9 ALBERT C. ZAPANTA For For
02 TO REAPPROVE THE ANNUAL INCENTIVE COMPENSATION PLAN FOR Management For For
SENIOR EXECUTIVE OFFICERS.
03 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR
THE FISCAL YEAR ENDING OCTOBER 2, 2010.
04 TO CONSIDER AND ACT UPON SHAREHOLDER PROPOSAL 1 REGARDING Shareholder Against For
A REPORT ON THE PREVENTION OF RUNOFF AND OTHER FORMS OF
WATER POLLUTION.
05 TO CONSIDER AND ACT UPON SHAREHOLDER PROPOSAL 2 REGARDING Shareholder Against For
EXPANSION OF THE TYSON FOODS, INC. SUSTAINABILITY REPORT.
06 TO CONSIDER AND ACT UPON SHAREHOLDER PROPOSAL 3 REGARDING Shareholder Against For
USE OF ANTIBIOTICS IN ANIMAL FEED.
- --------------------------------------------------------------------------------
IMS HEALTH INCORPORATED
SECURITY 449934108 MEETING TYPE Special
TICKER SYMBOL RX MEETING DATE 08-Feb-2010
ISIN US4499341083 AGENDA 933180820 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
NOVEMBER 5, 2009, AS IT MAY BE AMENDED FROM TIME TO TIME,
BY AND AMONG IMS HEALTH INCORPORATED, HEALTHCARE
TECHNOLOGY HOLDINGS, INC. AND HEALTHCARE TECHNOLOGY
ACQUISITION, INC.
02 TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF
THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO ADOPT THE AGREEMENT AND PLAN OF MERGER.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 36
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
LANDAUER, INC.
SECURITY 51476K103 MEETING TYPE Annual
TICKER SYMBOL LDR MEETING DATE 11-Feb-2010
ISIN US51476K1034 AGENDA 933176732 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 MICHAEL T. LEATHERMAN For For
2 DAVID E. MEADOR For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
COMPANY FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2010.
- --------------------------------------------------------------------------------
BURLINGTON NORTHERN SANTA FE CORPORATION
SECURITY 12189T104 MEETING TYPE Special
TICKER SYMBOL BNI MEETING DATE 11-Feb-2010
ISIN US12189T1043 AGENDA 933179106 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Management For For
NOVEMBER 2, 2009, BY AND AMONG BERKSHIRE HATHWAY INC., R
ACQUISITION COMPANY, LLC AND BURLINGTON NORTHERN SANTA FE
CORPORATION, AS IT MAY BE AMENDED FROM TIME TO TIME (THE
"MERGER AGREEMENT").
02 ADOPT A MOTION TO ADJOURN OR POSTPONE THE SPECIAL MEETING Management For For
TO ANOTHER TIME AND/OR PLACE FOR THE PURPOSE OF SOLICITING
ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE
MERGER AGREEMENT, IF NECESSARY.
- --------------------------------------------------------------------------------
NAVISTAR INTERNATIONAL CORPORATION
SECURITY 63934E108 MEETING TYPE Annual
TICKER SYMBOL NAV MEETING DATE 16-Feb-2010
ISIN US63934E1082 AGENDA 933182569 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 EUGENIO CLARIOND For For
2 DIANE H. GULYAS For For
3 WILLIAM H. OSBORNE For For
02 VOTE TO RATIFY THE SELECTION OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03 VOTE TO APPROVE AN AMENDMENT TO OUR 2004 PERFORMANCE Management Abstain Against
INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE
FOR ISSUANCE THEREUNDER FROM 3,250,000 TO 5,750,000.
04 VOTE TO APPROVE AN AMENDMENT TO OUR 2004 PERFORMANCE Management For For
INCENTIVE PLAN TO MODIFY THE PERFORMANCE MEASURES.
- --------------------------------------------------------------------------------
PEPSIAMERICAS, INC.
SECURITY 71343P200 MEETING TYPE Special
TICKER SYMBOL PAS MEETING DATE 17-Feb-2010
ISIN US71343P2002 AGENDA 933182951 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AUGUST 3, Management For For
2009, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG
PEPSIAMERICAS, INC., A DELAWARE CORPORATION, PEPSICO,
INC., A NORTH CAROLINA CORPORATION, AND PEPSI-COLA
METROPOLITAN BOTTLING COMPANY, INC., A NEW JERSEY
CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF PEPSICO, INC.
- --------------------------------------------------------------------------------
GREIF INC.
SECURITY 397624206 MEETING TYPE Annual
TICKER SYMBOL GEFB MEETING DATE 22-Feb-2010
ISIN US3976242061 AGENDA 933180111 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 VICKI L. AVRIL For For
2 BRUCE A. EDWARDS For For
3 MARK A. EMKES For For
4 JOHN F. FINN For For
5 MICHAEL J. GASSER For For
6 DANIEL J. GUNSETT For For
7 JUDITH D. HOOK For For
8 JOHN W. MCNAMARA For For
9 PATRICK J. NORTON For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 37
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
BANK OF AMERICA CORPORATION
SECURITY 060505104 MEETING TYPE Special
TICKER SYMBOL BAC MEETING DATE 23-Feb-2010
ISIN US0605051046 AGENDA 933183218 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 A PROPOSAL TO ADOPT AN AMENDMENT TO THE BANK OF AMERICA Management For For
CORPORATION AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK FROM 10 BILLION TO 11.3 BILLION.
02 A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES, IN THE EVENT THAT THERE ARE NOT
SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO
APPROVE THE PROPOSAL SET FORTH IN ITEM 1.
- --------------------------------------------------------------------------------
DEERE & COMPANY
SECURITY 244199105 MEETING TYPE Annual
TICKER SYMBOL DE MEETING DATE 24-Feb-2010
ISIN US2441991054 AGENDA 933182824 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: SAMUEL R. ALLEN Management For For
1B ELECTION OF DIRECTOR: AULANA L. PETERS Management For For
1C ELECTION OF DIRECTOR: DAVID B. SPEER Management For For
02 COMPANY PROPOSAL #1 - AMEND RESTATED CERTIFICATE OF Management For For
INCORPORATION TO PROVIDE FOR ANNUAL ELECTION OF ALL
DIRECTORS
03 COMPANY PROPOSAL #2 - AMEND THE JOHN DEERE OMNIBUS EQUITY Management Against Against
AND INCENTIVE PLAN
04 COMPANY PROPOSAL #3 - RE-APPROVE THE JOHN DEERE SHORT-TERM Management For For
INCENTIVE BONUS PLAN
05 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
FISCAL 2010
06 STOCKHOLDER PROPOSAL #1 - CEO PAY DISPARITY Shareholder Against For
07 STOCKHOLDER PROPOSAL #2 - ADVISORY VOTE ON EXECUTIVE Shareholder Against For
COMPENSATION
08 STOCKHOLDER PROPOSAL #3 - SEPARATION OF CEO AND CHAIRMAN Shareholder Against For
RESPONSIBILITIES
- --------------------------------------------------------------------------------
NOBILITY HOMES, INC.
SECURITY 654892108 MEETING TYPE Annual
TICKER SYMBOL NOBH MEETING DATE 26-Feb-2010
ISIN US6548921088 AGENDA 933190807 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 TERRY E. TREXLER For For
2 RICHARD C. BARBERIE For For
3 ROBERT P. HOLLIDAY For For
4 ROBERT P. SALTSMAN For For
5 THOMAS W. TREXLER For For
- --------------------------------------------------------------------------------
INTERNATIONAL GAME TECHNOLOGY
SECURITY 459902102 MEETING TYPE Annual
TICKER SYMBOL IGT MEETING DATE 02-Mar-2010
ISIN US4599021023 AGENDA 933182812 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 PAGET L. ALVES For For
2 PATTI S. HART For For
3 ROBERT A. MATHEWSON For For
4 THOMAS J. MATTHEWS For For
5 ROBERT J. MILLER For For
6 FREDERICK B. RENTSCHLER For For
7 DAVID E. ROBERSON For For
8 PHILIP G. SATRE For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS IGT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 38
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
ROYAL BANK OF CANADA
SECURITY 780087102 MEETING TYPE Annual
TICKER SYMBOL RY MEETING DATE 03-Mar-2010
ISIN CA7800871021 AGENDA 933187711 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 W.G. BEATTIE For For
2 D.T. ELIX For For
3 J.T. FERGUSON For For
4 P. GAUTHIER For For
5 T.J. HEARN For For
6 A.D. LABERGE For For
7 J. LAMARRE For For
8 B.C. LOUIE For For
9 M.H. MCCAIN For For
10 G.M. NIXON For For
11 D.P. O'BRIEN For For
12 J.P. REINHARD For For
13 E. SONSHINE For For
14 K.P. TAYLOR For For
15 V.L. YOUNG For For
02 APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITOR Management For For
03 ADVISORY RESOLUTION TO ACCEPT THE APPROACH TO EXECUTIVE Management For For
COMPENSATION DISCLOSED IN THE ACCOMPANYING MANAGEMENT
PROXY CIRCULAR
04 SHAREHOLDER PROPOSAL NO. 1 Shareholder Against For
05 SHAREHOLDER PROPOSAL NO. 2 Shareholder Against For
- --------------------------------------------------------------------------------
WHOLE FOODS MARKET, INC.
SECURITY 966837106 MEETING TYPE Annual
TICKER SYMBOL WFMI MEETING DATE 08-Mar-2010
ISIN US9668371068 AGENDA 933184501 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 DR. JOHN B. ELSTROTT For For
2 GABRIELLE E. GREENE For For
3 HASS HASSAN For For
4 STEPHANIE KUGELMAN For For
5 JOHN P. MACKEY For For
6 JONATHAN A. SEIFFER For For
7 MORRIS J. SIEGEL For For
8 JONATHAN D. SOKOLOFF For For
9 DR. RALPH Z. SORENSON For For
10 W.A. (KIP) TINDELL, III For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG, LLP AS Management For For
INDEPENDENT AUDITOR FOR THE COMPANY FOR FISCAL YEAR 2010.
03 SHAREHOLDER PROPOSAL REGARDING EXPANDING THE REQUIREMENT Shareholder Against For
FOR MAJORITY VOTING STANDARDS FOR ALL MATTERS REQUIRING A
VOTE OF SHAREHOLDERS IN COMPANY'S ARTICLES OF
INCORPORATION & BYLAWS.
04 SHAREHOLDER PROPOSAL REGARDING AMENDMENT OF THE COMPANY'S Shareholder Against For
BYLAWS TO PERMIT REMOVAL OF A DIRECTOR WITH OR WITHOUT
CAUSE.
05 SHAREHOLDER PROPOSAL REGARDING ESTABLISHING A BOARD OF Shareholder Against For
DIRECTORS POLICY CONCERNING AN ENGAGEMENT PROCESS WITH
PROPONENTS OF SHAREHOLDER PROPOSALS THAT ARE SUPPORTED BY
A MAJORITY OF THE VOTES CAST.
06 SHAREHOLDER PROPOSAL REGARDING REQUESTING THAT THE BOARD Shareholder Against For
OF DIRECTORS AMEND THE COMPANY'S CORPORATE GOVERNANCE
PRINCIPLES TO ADOPT AND DISCLOSE A WRITTEN AND DETAILED
CEO SUCCESSION PLANNING POLICY.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 39
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
TYCO INTERNATIONAL LTD.
SECURITY H89128104 MEETING TYPE Annual
TICKER SYMBOL TYC MEETING DATE 10-Mar-2010
ISIN CH0100383485 AGENDA 933185298 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO APPROVE THE ANNUAL REPORT, THE PARENT COMPANY FINANCIAL Management For For
STATEMENTS OF TYCO INTERNATIONAL LTD AND THE CONSOLIDATED
FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED SEPTEMBER 25,
2009.
02 TO DISCHARGE THE BOARD OF DIRECTORS FROM LIABILITY FOR THE Management For For
FINANCIAL YEAR ENDED SEPTEMBER 25, 2009.
03 DIRECTOR Management
1 EDWARD D. BREEN For For
2 MICHAEL E. DANIELS For For
3 TIMOTHY M. DONAHUE For For
4 BRIAN DUPERREAULT For For
5 BRUCE S. GORDON For For
6 RAJIV L. GUPTA For For
7 JOHN A. KROL For For
8 BRENDAN R. O'NEILL For For
9 WILLIAM S. STAVROPOULOS For For
10 SANDRA S. WIJNBERG For For
11 R. DAVID YOST For For
4A TO ELECT DELOITTE AG (ZURICH) AS STATUTORY AUDITORS UNTIL Management For For
OUR NEXT ANNUAL GENERAL MEETING.
4B TO RATIFY APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR PURPOSES
OF UNITED STATES SECURITIES LAW REPORTING FOR THE YEAR
ENDING SEPTEMBER 24, 2010.
4C TO ELECT PRICEWATERHOUSECOOPERS AG (ZURICH) AS SPECIAL Management For For
AUDITORS UNTIL OUR NEXT ANNUAL GENERAL MEETING.
5A TO APPROVE THE ALLOCATION OF FISCAL YEAR 2009 RESULTS. Management For For
5B TO APPROVE THE PAYMENT OF A DIVIDEND IN THE FORM OF A Management For For
CAPITAL REDUCTION, SUCH PAYMENT TO BE MADE IN FOUR
QUARTERLY INSTALLMENTS AT SUCH TIMES DURING THE PERIOD
THROUGH THE NEXT ANNUAL GENERAL MEETING AS SHALL BE
DETERMINED BY THE BOARD.
06 AMENDMENT TO OUR ARTICLES OF ASSOCIATION TO PROVIDE FOR Management Against Against
PLURALITY VOTING IN THE EVENT THAT NUMBER OF CANDIDATES
THAT ARE NOMINATED FOR ELECTION EXCEEDS NUMBER OF
POSITIONS AVAILABLE.
07 TO CONSIDER AND ACT ON SUCH OTHER BUSINESS AS MAY PROPERLY Management For For
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
- --------------------------------------------------------------------------------
TYCO ELECTRONICS LTD
SECURITY H8912P106 MEETING TYPE Annual
TICKER SYMBOL TEL MEETING DATE 10-Mar-2010
ISIN CH0102993182 AGENDA 933187672 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF PIERRE R. BRONDEAU Management For For
1B ELECTION OF RAM CHARAN Management For For
1C ELECTION OF JUERGEN W. GROMER Management For For
1D ELECTION OF ROBERT M. HERNANDEZ Management For For
1E ELECTION OF THOMAS J. LYNCH Management For For
1F ELECTION OF DANIEL J. PHELAN Management For For
1G ELECTION OF FREDERIC M. POSES Management For For
1H ELECTION OF LAWRENCE S. SMITH Management For For
1I ELECTION OF PAULA A. SNEED Management For For
1J ELECTION OF DAVID P. STEINER Management For For
1K ELECTION OF JOHN C. VAN SCOTER Management For For
2A TO APPROVE THE 2009 ANNUAL REPORT OF TYCO ELECTRONICS LTD. Management For For
(EXCLUDING THE STATUTORY FINANCIAL STATEMENTS FOR THE
PERIOD ENDED SEPTEMBER 25, 2009 AND THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER
25, 2009)
2B TO APPROVE THE STATUTORY FINANCIAL STATEMENTS OF TYCO Management For For
ELECTRONICS LTD. FOR THE PERIOD ENDED SEPTEMBER 25, 2009
2C TO APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS OF TYCO Management For For
ELECTRONICS LTD. FOR THE FISCAL YEAR ENDED SEPTEMBER 25,
2009
03 TO APPROVE THE EQUIVALENT OF A DIVIDEND PAYMENT IN THE Management For For
FORM OF A DISTRIBUTION TO SHAREHOLDERS THROUGH A REDUCTION
OF THE PAR VALUE OF TYCO ELECTRONICS SHARES, SUCH PAYMENT
TO BE MADE IN FOUR EQUAL QUARTERLY INSTALLMENTS ON OR
BEFORE MARCH 25, 2011 (THE END OF THE SECOND FISCAL
QUARTER OF 2011)
04 TO RELEASE THE MEMBERS OF THE BOARD OF DIRECTORS AND Management For For
EXECUTIVE OFFICERS OF TYCO ELECTRONICS FOR ACTIVITIES
DURING FISCAL YEAR 2009
05 TO APPROVE AN INCREASE IN THE NUMBER OF SHARES AVAILABLE Management Against Against
FOR AWARDS UNDER THE TYCO ELECTRONICS LTD. 2007 STOCK AND
INCENTIVE PLAN
6A TO ELECT DELOITTE & TOUCHE LLP AS TYCO ELECTRONICS' Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR 2010
6B TO ELECT DELOITTE AG, ZURICH, SWITZERLAND, AS TYCO Management For For
ELECTRONICS' SWISS REGISTERED AUDITOR UNTIL THE NEXT
ANNUAL GENERAL MEETING OF TYCO ELECTRONICS
6C TO ELECT PRICEWATERHOUSECOOPERS AG, ZURICH, SWITZERLAND, Management For For
AS TYCO ELECTRONICS' SPECIAL AUDITOR UNTIL THE NEXT ANNUAL
GENERAL MEETING OF TYCO ELECTRONICS
07 TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS OF THE ANNUAL Management For For
GENERAL MEETING
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 40
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
TYCO ELECTRONICS LTD
SECURITY H8912P106 MEETING TYPE Annual
TICKER SYMBOL TEL MEETING DATE 10-Mar-2010
ISIN CH0102993182 AGENDA 933194932 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF PIERRE R. BRONDEAU Management For For
1B ELECTION OF RAM CHARAN Management For For
1C ELECTION OF JUERGEN W. GROMER Management For For
1D ELECTION OF ROBERT M. HERNANDEZ Management For For
1E ELECTION OF THOMAS J. LYNCH Management For For
1F ELECTION OF DANIEL J. PHELAN Management For For
1G ELECTION OF FREDERIC M. POSES Management For For
1H ELECTION OF LAWRENCE S. SMITH Management For For
1I ELECTION OF PAULA A. SNEED Management For For
1J ELECTION OF DAVID P. STEINER Management For For
1K ELECTION OF JOHN C. VAN SCOTER Management For For
2A TO APPROVE THE 2009 ANNUAL REPORT OF TYCO ELECTRONICS LTD. Management For For
(EXCLUDING THE STATUTORY FINANCIAL STATEMENTS FOR THE
PERIOD ENDED SEPTEMBER 25, 2009 AND THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER
25, 2009)
2B TO APPROVE THE STATUTORY FINANCIAL STATEMENTS OF TYCO Management For For
ELECTRONICS LTD. FOR THE PERIOD ENDED SEPTEMBER 25, 2009
2C TO APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS OF TYCO Management For For
ELECTRONICS LTD. FOR THE FISCAL YEAR ENDED SEPTEMBER 25,
2009
03 TO APPROVE THE EQUIVALENT OF A DIVIDEND PAYMENT IN THE Management For For
FORM OF A DISTRIBUTION TO SHAREHOLDERS THROUGH A REDUCTION
OF THE PAR VALUE OF TYCO ELECTRONICS SHARES, SUCH PAYMENT
TO BE MADE IN FOUR EQUAL QUARTERLY INSTALLMENTS ON OR
BEFORE MARCH 25, 2011 (THE END OF THE SECOND FISCAL
QUARTER OF 2011)
04 TO RELEASE THE MEMBERS OF THE BOARD OF DIRECTORS AND Management For For
EXECUTIVE OFFICERS OF TYCO ELECTRONICS FOR ACTIVITIES
DURING FISCAL YEAR 2009
05 TO APPROVE AN INCREASE IN THE NUMBER OF SHARES AVAILABLE Management Against Against
FOR AWARDS UNDER THE TYCO ELECTRONICS LTD. 2007 STOCK AND
INCENTIVE PLAN
6A TO ELECT DELOITTE & TOUCHE LLP AS TYCO ELECTRONICS' Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR 2010
6B TO ELECT DELOITTE AG, ZURICH, SWITZERLAND, AS TYCO Management For For
ELECTRONICS' SWISS REGISTERED AUDITOR UNTIL THE NEXT
ANNUAL GENERAL MEETING OF TYCO ELECTRONICS
6C TO ELECT PRICEWATERHOUSECOOPERS AG, ZURICH, SWITZERLAND, Management For For
AS TYCO ELECTRONICS' SPECIAL AUDITOR UNTIL THE NEXT ANNUAL
GENERAL MEETING OF TYCO ELECTRONICS
07 TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS OF THE ANNUAL Management For For
GENERAL MEETING
- --------------------------------------------------------------------------------
NATIONAL FUEL GAS COMPANY
SECURITY 636180101 MEETING TYPE Annual
TICKER SYMBOL NFG MEETING DATE 11-Mar-2010
ISIN US6361801011 AGENDA 933188434 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 PHILIP C. ACKERMAN For For
2 CRAIG G. MATTHEWS For For
3 RICHARD G. REITEN For For
4 DAVID F. SMITH For For
02 VOTE TO RATIFY PRICEWATERHOUSECOOPERS LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
03 VOTE TO APPROVE THE 2010 EQUITY COMPENSATION PLAN Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 41
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
COVIDIEN PLC
SECURITY G2554F105 MEETING TYPE Annual
TICKER SYMBOL COV MEETING DATE 16-Mar-2010
ISIN IE00B3QN1M21 AGENDA 933185337 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO RECEIVE AND CONSIDER THE COMPANY'S IRISH STATUTORY Management For For
ACCOUNTS AND THE REPORTS OF THE DIRECTORS AND AUDITORS
THEREON.
2A ELECTION OF DIRECTOR: CRAIG ARNOLD Management For For
2B ELECTION OF DIRECTOR: ROBERT H. BRUST Management For For
2C ELECTION OF DIRECTOR: JOHN M. CONNORS, JR. Management For For
2D ELECTION OF DIRECTOR: CHRISTOPHER J. COUGHLIN Management For For
2E ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE Management For For
2F ELECTION OF DIRECTOR: KATHY J. HERBERT Management For For
2G ELECTION OF DIRECTOR: RANDALL J. HOGAN, III Management For For
2H ELECTION OF DIRECTOR: RICHARD J. MEELIA Management For For
2I ELECTION OF DIRECTOR: DENNIS H. REILLEY Management For For
2J ELECTION OF DIRECTOR: TADATAKA YAMADA Management For For
2K ELECTION OF DIRECTOR: JOSEPH A. ZACCAGNINO Management For For
03 TO APPOINT INDEPENDENT AUDITORS AND AUTHORIZE THE AUDIT Management For For
COMMITTEE TO SET THE AUDITORS' REMUNERATION.
04 TO AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY OF THE Management For For
COMPANY TO MAKE MARKET PURCHASES OF COMPANY SHARES.
S5 TO AUTHORIZE THE REISSUE PRICE RANGE OF TREASURY SHARES. Management For For
(SPECIAL RESOLUTION)
- --------------------------------------------------------------------------------
CHEMRING GROUP PLC, FAREHAM, HEMPSHIRE
SECURITY G20860105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 17-Mar-2010
ISIN GB0001904621 AGENDA 702246554 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 Receive and adopt the financial statements and reports of Management For For
the Directors and Auditors for the YE 31 OCT 2009
2 Approve the Directors' remuneration report for the YE 31 Management For For
OCT 2009
3 Approve the payment of a final dividend of 36p per Management For For
ordinary share for the YE 31 OCT 2009
4 Re-elect The Rt. Hon. Lord Freeman as a Director Management For For
5 Re-elect Mr. K. C. Scobie as a Director Management For For
6 Re-appoint Deloitte LLP as Auditors and authorize the Management For For
Directors to fix their remuneration
7 Amend the Rules of the Chemring Group Performance Share Management For For
Plan
8 Authorize the Directors to allot relevant securities under Management For For
Section 551 of the Companies Act 2006
S.9 Authorize the Directors to allot equity securities under Management For For
Section 570 of the Companies Act 2006 and sell relevant
shares held by the Company as treasury shares
S.10 Authorize the Company to make market purchase of its Management For For
ordinary shares under Section 701 of the Companies Act 2006
S.11 Adopt the amended Articles of Association Management For For
S.12 Authorize the Company to hold general meeting on 14 clear Management For For
days' notice
- --------------------------------------------------------------------------------
OMNOVA SOLUTIONS INC.
SECURITY 682129101 MEETING TYPE Annual
TICKER SYMBOL OMN MEETING DATE 17-Mar-2010
ISIN US6821291019 AGENDA 933187305 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 DAVID J. D'ANTONI For For
2 STEVEN W. PERCY For For
3 ALLAN R. ROTHWELL For For
2 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING NOVEMBER 30, 2010.
- --------------------------------------------------------------------------------
AMERICA MOVIL, S.A.B. DE C.V.
SECURITY 02364W105 MEETING TYPE Annual
TICKER SYMBOL AMX MEETING DATE 17-Mar-2010
ISIN US02364W1053 AGENDA 933202614 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
I APPROVAL OF A PROPOSAL TO CARRY OUT OPERATIONS Management For
REPRESENTING 20% (TWENTY PER CENT) OR MORE OF THE
COMPANY'S CONSOLIDATED ASSETS AS SET FORTH IN THE
COMPANY'S FOURTH QUARTER 2009 FINANCIAL AND OPERATING
REPORT, IN COMPLIANCE WITH PROVISION SEVENTEENTH OF THE
COMPANY'S BY-LAWS AND ARTICLE 47 OF THE MEXICAN SECURITIES
MARKET LAW. ADOPTIONS OF RESOLUTIONS THEREOF.
II APPOINTMENT OF DELEGATES TO EXECUTE AND, IF APPLICABLE, Management For
FORMALIZE THE RESOLUTIONS ADOPTED BY THE MEETING. ADOPTION
OF RESOLUTIONS THEREOF.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 42
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
SAMSUNG ELECTRS LTD
SECURITY 796050888 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 19-Mar-2010
ISIN US7960508882 AGENDA 702272840 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
- - IN THE KOREAN MARKET, THE VOTE OPTION OF "ABSTAIN" IS Non-Voting
DETERMINED TO BE-ACCEPTABLE OR NOT IN ACCORDANCE WITH THE
LOCAL SUB CUSTODIAN'S REGULATIONS.-PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE TO SEE IF THE RECIPIENT
OF-YOUR VOTING INSTRUCTIONS WILL TREAT "ABSTAIN" AS A
VALID VOTE OPTION.
1 Approve the balance sheet, income statement, and statement Management For For
of appropriation of retained earnings Draft for the 41st
FY from 01 JAN 2009 to 31 DEC 2009 - cash dividends
excluding interim dividends dividend per share: KRW 7,500
Common KRW 7,550 Preferred
2.1 Appointment of Mr. In-Ho Lee as an Independent Director Management For For
2.2 Appointment of Mr. In-Ho Lee as a Member of the Audit Management For For
Committee
3 Approve the compensation ceiling for the Directors Management For For
- --------------------------------------------------------------------------------
CLARCOR INC.
SECURITY 179895107 MEETING TYPE Annual
TICKER SYMBOL CLC MEETING DATE 23-Mar-2010
ISIN US1798951075 AGENDA 933190871 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 ROBERT BURGSTAHLER For For
2 PAUL DONOVAN For For
3 NORMAN JOHNSON For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING NOVEMBER 30,
2010.
- --------------------------------------------------------------------------------
HERLEY INDUSTRIES, INC.
SECURITY 427398102 MEETING TYPE Annual
TICKER SYMBOL HRLY MEETING DATE 23-Mar-2010
ISIN US4273981021 AGENDA 933194362 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 GERALD A. GAGLIARDI Withheld Against
2 E.K. WALKER, JR. (RET.) Withheld Against
02 PROPOSAL TO AMEND OUR CERTIFICATE OF INCORPORATION TO Management For For
ELIMINATE THE CLASSIFIED BOARD STRUCTURE, AS SET FORTH IN
THE PROXY STATEMENT.
03 PROPOSAL TO RATIFY AND APPROVE OUR 2010 STOCK PLAN, AS SET Management Against Against
FORTH IN THE PROXY STATEMENT.
- --------------------------------------------------------------------------------
GENCORP INC.
SECURITY 368682100 MEETING TYPE Annual
TICKER SYMBOL GY MEETING DATE 24-Mar-2010
ISIN US3686821006 AGENDA 933195415 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 THOMAS A. CORCORAN For For
2 JAMES R. HENDERSON For For
3 WARREN G. LICHTENSTEIN For For
4 DAVID A. LORBER For For
5 JAMES H. PERRY For For
6 SCOTT J. SEYMOUR For For
7 MARTIN TURCHIN For For
8 ROBERT C. WOODS For For
02 TO AMEND THE COMPANY'S AMENDED ARTICLES OF INCORPORATION Management Against Against
TO RESTRICT TRANSFERS OF THE COMPANY'S COMMON STOCK TO
PRESERVE THE VALUE OF CERTAIN TAX ASSETS ASSOCIATED WITH
NET OPERATING LOSS CARRYFORWARDS UNDER SECTION 382 OF THE
INTERNAL REVENUE CODE.
03 TO APPROVE CERTAIN AMENDMENTS TO THE GENCORP 2009 EQUITY Management For For
AND PERFORMANCE INCENTIVE PLAN TO INCREASE THE NUMBER OF
SHARES AUTHORIZED AND RESERVED FOR ISSUANCE THEREUNDER BY
1,500,000 SHARES AND INCREASE THE MAXIMUM INDIVIDUAL AWARD
LIMITS SET FORTH THEREIN.
04 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
COMPANY FOR THE FISCAL YEAR ENDING NOVEMBER 30, 2010.
05 TO CONSIDER AND ACT ON SUCH OTHER BUSINESS AS MAY PROPERLY Management For For
BE BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 43
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
GIVAUDAN SA, VERNIER
SECURITY H3238Q102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Mar-2010
ISIN CH0010645932 AGENDA 702286053 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT Non-Voting
IN THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING
INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHAR-ES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU H-AVE CONCERNS
REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRE-SENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE Non-Voting
SENT UNDER MEETING-666946, INCLUDING THE AGENDA. TO VOTE
IN THE UPCOMING MEETING, YOUR NAME MUST-BE NOTIFIED TO THE
COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE
RE-REGISTR-ATION DEADLINE. PLEASE NOTE THAT THOSE
INSTRUCTIONS THAT ARE SUBMITTED AFTER T-HE CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.
1. Approve the annual report, the annual financial statements Management No Action
and the consolidated financial statements 2009
2. Grant discharge to the members of the Board of Directors Management No Action
3. Approve the appropriation of available earnings as Management No Action
specified
4. Approve: to create authorized capital for a maximum Management No Action
nominal value of CHF 10,000,000 limited to 26 MAR 2012; to
replace Article 3a paragraph 1 1st sentence of the
Articles of Incorporation of the Company, as specified
5.1 Approve to replace Article 2 of the Articles of Management No Action
Incorporation of the Company as specified
5.2 Approve to replace Article 4 as specified Management No Action
6.1 Election of Ms. Irina du Bois as a new Director, term of 3 Management No Action
years in accordance with the Articles of Incorporation
6.2 Re-elect Mr. Peter Kappeler as a Director, term of 3 years Management No Action
in accordance with the Articles of Incorporation
7. Re-elect Deloitte SA as the statutory Auditors for the FY Management No Action
2010
- --------------------------------------------------------------------------------
NOBEL BIOCARE HOLDING AG, KLOTEN
SECURITY H5783Q130 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Mar-2010
ISIN CH0037851646 AGENDA 702288829 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT Non-Voting
IN THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING
INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHAR-ES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU H-AVE CONCERNS
REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRE-SENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE Non-Voting
SENT UNDER MEETING-667787, INCLUDING THE AGENDA. TO VOTE
IN THE UPCOMING MEETING, YOUR NAME MUST-BE NOTIFIED TO THE
COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE
RE-REGISTR-ATION DEADLINE. PLEASE NOTE THAT THOSE
INSTRUCTIONS THAT ARE SUBMITTED AFTER T-HE CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.
1. Approve the annual report and the consolidated financial Management No Action
statements for 2009
2. Approve the statutory financial statements of Nobel Management No Action
Biocare Holding Ltd for 2009
3. Ratify the remuneration report for 2009 in a nonbinding Management No Action
consultative vote
4. Approve the appropriation of available earnings/Dividend Management No Action
for 2009 as specified
5. Grant discharge to the Members of the Board of Directors Management No Action
for their services in the business year 2009
6.1 Re-election of Stig Eriksson as a Director for a one-year Management No Action
term of office until the next AGM
6.2 Re-election of Antoine Firmenich as a Director for a Management No Action
one-year term of office until the next AGM
6.3 Re-election of Edgar Fluri as a Director for a one-year Management No Action
term of office until the next AGM
6.4 Re-election of Robert Lilja as a Director for a one-year Management No Action
term of office until the next AGM
6.5 Re-election of Rolf Watter as a Director for a one-year Management No Action
term of office until the next AGM
7.1 Election of Mrs. Daniela Bosshardt-Hengartner as a Member Management No Action
of the Board of Directors for a one-year term of office
until the next AGM
7.2 Election of Raymund Breu as a Member of the Board of Management No Action
Directors for a one-year term of office until the next AGM
7.3 Election of Heino von Prondzynski as a Member of the Board Management No Action
of Directors for a one-year term of office until the next
AGM
7.4 Election of Oern Stuge as a Member of the Board of Management No Action
Directors for a one-year term of office until the next AGM
8. Re-elect KPMG AG, Zurich, as the Auditor for the business Management No Action
year 2010
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 44
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
IDEX CORPORATION
SECURITY 45167R104 MEETING TYPE Annual
TICKER SYMBOL IEX MEETING DATE 06-Apr-2010
ISIN US45167R1041 AGENDA 933199386 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 NEIL A. SPRINGER For For
2 RUBY R. CHANDY For For
02 TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE IDEX Management Against Against
CORPORATION INCENTIVE AWARD PLAN.
03 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2010.
- --------------------------------------------------------------------------------
WILLIAM DEMANT HOLDING
SECURITY K9898W129 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 07-Apr-2010
ISIN DK0010268440 AGENDA 702296054 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
- - IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER
TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS
TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT
YOUR CLIENT SERVICE-REPRESENTATIVE
- - PLEASE NOTE THAT IF THE CHAIRMAN OF THE BOARD OR A BOARD Non-Voting
MEMBER IS APPOINTED-AS PROXY, WHICH IS OFTEN THE CASE,
CLIENTS CAN ONLY EXPECT THEM TO ACCEPT-PRO-MANAGEMENT
VOTES. THE ONLY WAY TO GUARANTEE THAT ABSTAIN AND/OR
AGAINST-VOTES ARE REPRESENTED AT THE MEETING IS TO SEND
YOUR OWN REPRESENTATIVE. THE-SUB CUSTODIAN BANKS OFFER
REPRESENTATION SERVICES FOR AN ADDED FEE IF- REQUESTED.
THANK YOU.
1 The Directors' report on the Company's activities during Non-Voting
the past FY
2 Adopt the audited annual report, including the Management For For
consolidated financial statements
3 Approve that the profit of DKK 756 million be transferred Management For For
to the Company's reserves to the effect that no dividend
will be paid
4.1 Re-elect Lars Norby Johansen as a Director, under Article Management For For
11.2 of the Articles of Association
4.2 Re-elect Peter Foss as a Director, under Article 11.2 of Management For For
the Articles of Association
4.3 Re-elect Niels B. Christiansen as a Director, under Management For For
Article 11.2 of the Articles of Association
4.4 Re-elect Thomas Hofman-Bang as a Director, under Article Management For For
11.2 of the Articles of Association
5 Re-elect Deloitte Statsautoriseret Revisionsaktieselskab Management For For
as the Auditor
6.A Amend the Articles 1.2, 4.3, 5.1, 5.3, 5.4, 7.3, 7.4, 7.5, Management For For
8.1, 9.2, 9.3, 9.4, 9.5, 10.3, 10.6, 11.1 and 15.1 of the
Articles of Association as specified
6.B Authorize the Board of Directors until the next AGM to Management For For
allow the Company to acquire own shares of a nominal value
of up to 10% of the share capital; the bid price of the
shares may not differ by more than 10% from the price
quoted on Nasdaq OMX Copenhagen A/S at the time of the
acquisition; the price quoted on Nasdaq OMX Copenhagen A/S
at the time of the acquisition means the closing price,
all transactions at 5 P.M
6.C Approve to reduce the Company's share capital by nominally Management For For
DKK 606,382 corresponding to the Company's holding of own
shares; the Company's own shares were acquired as part of
the Company's share buy-back programme in 2008; the amount
of the reduction was paid out to the shareholders in
accordance with Section 188 of the Danish Companies Act;
the shares were acquired for DKK 170,110,124 in total,
meaning that DKK
169,503,742 has been paid out in addition to the nominal
value of the reduction amount; as a result of the capital
reduction, it is proposed that Article 4.1 of the Articles
of Association be amended as follows after expiry of the
deadline stipulated in Section 192 of the Danish Companies
Act: "The Company's share capital is DKK 58,349,875,
divided into shares of DKK 1 or any multiple thereof"
6.D Authorize the Chairman of the general meeting to make such Management For For
additions, alterations or amendments to or in the
resolutions passed by the general meeting and the
application for registration of the resolutions to the
Danish Commerce and Companies Agency Erhvervs-og
Selskabsstyrelsen as the Agency may require for
registration
7 Any other business Non-Voting
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 45
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
WADDELL & REED FINANCIAL, INC.
SECURITY 930059100 MEETING TYPE Annual
TICKER SYMBOL WDR MEETING DATE 07-Apr-2010
ISIN US9300591008 AGENDA 933198562 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 HENRY J. HERRMANN For For
2 JAMES M. RAINES For For
3 WILLIAM L. ROGERS For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR 2010.
03 STOCKHOLDER PROPOSAL TO RECOMMEND THAT THE BOARD OF Shareholder Against For
DIRECTORS ADOPT A POLICY REQUIRING AN ADVISORY VOTE ON
EXECUTIVE COMPENSATION.
- --------------------------------------------------------------------------------
AMERICA MOVIL, S.A.B. DE C.V.
SECURITY 02364W105 MEETING TYPE Special
TICKER SYMBOL AMX MEETING DATE 07-Apr-2010
ISIN US02364W1053 AGENDA 933223961 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 APPOINTMENT OR, AS THE CASE MAY BE, REELECTION OF THE Management For
MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY THAT THE
HOLDERS OF THE SERIES "L" SHARES ARE ENTITLED TO APPOINT.
ADOPTION OF RESOLUTIONS THEREON.
02 APPOINTMENT OF DELEGATES TO EXECUTE AND, IF APPLICABLE, Management For
FORMALIZE THE RESOLUTIONS ADOPTED BY THE MEETING. ADOPTION
OF RESOLUTIONS THEREON.
- --------------------------------------------------------------------------------
BANK OF NEW YORK MELLON CORP.
SECURITY 064058100 MEETING TYPE Annual
TICKER SYMBOL BK MEETING DATE 13-Apr-2010
ISIN US0640581007 AGENDA 933207436 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 RUTH E. BRUCH For For
2 NICHOLAS M. DONOFRIO For For
3 GERALD L. HASSELL For For
4 EDMUND F. KELLY For For
5 ROBERT P. KELLY For For
6 RICHARD J. KOGAN For For
7 MICHAEL J. KOWALSKI For For
8 JOHN A. LUKE, JR. For For
9 ROBERT MEHRABIAN For For
10 MARK A. NORDENBERG For For
11 CATHERINE A. REIN For For
12 WILLIAM C. RICHARDSON For For
13 SAMUEL C. SCOTT III For For
14 JOHN P. SURMA For For
15 WESLEY W. VON SCHACK For For
02 PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) RESOLUTION Management For For
RELATING TO 2009 EXECUTIVE COMPENSATION.
03 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANT.
04 STOCKHOLDER PROPOSAL WITH RESPECT TO CUMULATIVE VOTING. Shareholder Against For
05 STOCKHOLDER PROPOSAL REQUESTING ADOPTION OF POLICY Shareholder Against For
REQUIRING FIVE-YEAR LOCK-UP PERIOD FOR SENIOR EXECUTIVES'
EQUITY INCENTIVE AWARDS.
06 STOCKHOLDER PROPOSAL REQUESTING STOCKHOLDER APPROVAL OF Shareholder Against For
CERTAIN FUTURE SEVERANCE AGREEMENTS WITH SENIOR EXECUTIVES.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 46
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
GRUPO BIMBO SAB DE CV, MEXICO
SECURITY P4949B104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 14-Apr-2010
ISIN MXP495211262 AGENDA 702291131 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 Approve or modify the report from the Board of Directors Management For For
that is referred to in the main part of Article 172 of the
General Mercantile Companies Law, including the Company's
audited financial statements, consolidated with those of
its subsidiary Companies, for the FYE on 31 DEC 2009,
after a reading of the following reports from the
Chairperson of the Board of Directors, from the General
Director, from the outside Auditor and from the
Chairpersons of the Audit and Corporate Practices
Committees of the Company
2 Approve the report that is referred to in Article 86, part Management For For
XX, of the Income Tax Law, regarding compliance with the
Company's tax obligations
3 Approve the allocation of results for the FYE on 31 DEC Management For For
2009
4 Approve the payment of a cash dividend in the amount of Management For For
MXN 0.50, for each one of the shares that represent the
share capital of the Company that are in circulation
5 Ratify the appointment of the Members of the Board of Management For For
Directors and the determination of their compensation
6 Ratify the appointment of the Chairpersons and members of Management For For
the Audit and corporate practices Committees of the
Company, as well as the determination of their compensation
7 Receive the report regarding the purchase of the Company's Management For For
own shares, as well as the determination of the maximum
amount of funds that the Company can allocate to the
purchase of its own shares, in accordance with the terms
of Article 56, Part IV, of the securities Market Law
8 Approve the designation of special delegates Management For For
- --------------------------------------------------------------------------------
IL SOLE 24 ORE SPA, MILANO
SECURITY T52689105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 14-Apr-2010
ISIN IT0004269723 AGENDA 702333395 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 670294 Non-Voting
DUE TO RECEIPT OF D-IRECTORS NAMES. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE DISREGARDED-AND YOU WILL NEED
TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.
IN COMPLIANCE WITH ART.126 BIS OF THE LAW DECREE 58 98, Non-Voting
SHAREHOLDERS WHO ALONE-OR TOGETHER WITH OTHER
SHAREHOLDERS, HOLD AT LEAST ONE FOURTIETH OF
CORPORATE-CAPITAL REPRESENTED BY IL SOLE 24 ORE SHARES
(IT0004269723) CAN REQUEST, WITH-IN 5 DAYS FROM THE ISSUER
S NOTIFICATION OF THIS MEETING DATED 12 MARCH 2010,-AN
INTEGRATION TO THE ITEMS OF THIS AGENDA, QUOTING IN THEIR
REQUEST THE ADDIT-IONAL SUBJECTS PROPOSED. THE INTEGRATION
IS NOT ALLOWED FOR SUBJECTS ON WHICH-THE MEETING
DELIBERATES, ACCORDING TO THE LAW, ON PROPOSAL OF
DIRECTORS OR ON-THE BASIS OF A PROJECT OR A REPORT DRAWN
UP BY THE DIRECTORS. AS PER ART 22 AN-D 34 OF THE
CORPORATE BYLAWS BOARD OF DIRECTORS AND BOARD OF AUDITORS
ARE APPO-INTED ON THE BASIS OF SLATES, PRESENTED BY
SHAREHOLDERS WHO, ALONE OR JOINTLY,HOLD AT LEAST ONE
FIFTIETH OF THE CORPORATE CAPITAL WITH VOTING RIGHT AT
THE-AGM
1. Approve the balance sheet as of 31 DEC 2009, Board of Management For For
Directors, Board of Auditors and Auditing Company's
reportings, related and consequential resolutions
PLEASE NOTE THAT RESOLUTION 2.1 IS PRESENTED BY Non-Voting
CONFINDUSTRIA. THANK YOU.
2.1 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder Against For
PROPOSAL: appointment of Messrs. Cerutti Giancarlo, Caio
Francesco, Tani Marco, Treu Donatella, Abete Luigi, Favrin
Antonio, Vago Marino, Bracco Diana, Galli Gianpaolo,
Ceccardi Pierluigi, Meomartini Alberto, Montante
Antonello, Gnudi Piero, Regina Aurelio, Miroglio Nicoletta
as the Chairman and of the Board of Directors for the
Triennium 2010, 2011, 2012 and approve to determine the
related emoluments, related and consequential resolutions
PLEASE NOTE THAT RESOLUTION 2.2 IS PRESENTED BY MINORITY Non-Voting
SHAREHOLDERS. THANK YOU.
2.2 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder For Against
PROPOSAL: appointment of Messrs. D'Urso Mario, Dubini
Nicolo' as the Chairman and of the Board of Directors for
the Triennium 2010, 2011, 2012 and approve to determine
the related emoluments, related and consequential
resolutions
PLEASE NOTE THAT RESOLUTION 2.3 IS PRESENTED BY EDIZIONE Non-Voting
S.R.L. THANK YOU.
2.3 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder Against For
PROPOSAL: appointment Messrs. Stefano Orlando, Mauro
Ercolani as the Chairman and of the Board of Directors for
the Triennium 2010, 2011, 2012 and approve to determine
the related emoluments, related and consequential
resolutions
3. Appointment of the members and the Chairman of the Board Management For For
of Auditors and approve to determine the emoluments for
the statutory members of Board of Auditors, related and
consequential resolutions
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 47
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
T. ROWE PRICE GROUP, INC.
SECURITY 74144T108 MEETING TYPE Annual
TICKER SYMBOL TROW MEETING DATE 14-Apr-2010
ISIN US74144T1088 AGENDA 933196481 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: EDWARD C. BERNARD Management For For
1B ELECTION OF DIRECTOR: JAMES T. BRADY Management For For
1C ELECTION OF DIRECTOR: J. ALFRED BROADDUS, JR. Management For For
1D ELECTION OF DIRECTOR: DONALD B. HEBB, JR. Management For For
1E ELECTION OF DIRECTOR: JAMES A.C. KENNEDY Management For For
1F ELECTION OF DIRECTOR: BRIAN C. ROGERS Management For For
1G ELECTION OF DIRECTOR: DR. ALFRED SOMMER Management For For
1H ELECTION OF DIRECTOR: DWIGHT S. TAYLOR Management For For
1I ELECTION OF DIRECTOR: ANNE MARIE WHITTEMORE Management For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
- --------------------------------------------------------------------------------
CHRISTIAN DIOR SA
SECURITY F26334106 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 15-Apr-2010
ISIN FR0000130403 AGENDA 702283615 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE Non-Voting
OPTIONS ARE "FOR"-AND "AGAINST" A VOTE OF "ABSTAIN" WILL
BE TREATED AS AN "AGAINST" VOTE.
- - "French Resident Shareowners must complete, sign and Non-Voting
forward the Proxy Card-directly to the sub custodian.
Please contact your Client Service-Representative to
obtain the necessary card, account details and
directions.-The following applies to Non- Resident
Shareowners: Proxy Cards: Voting-instructions will be
forwarded to the Global Custodians that have
become-Registered Intermediaries, on the Vote Deadline
Date. In capacity as- Registered Intermediary, the Global
Custodian will sign the Proxy Card and-forward to the
local custodian. If you are unsure whether your
Global-Custodian acts as Registered Intermediary, please
contact your-representative"
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION Non-Voting
IS AVAILABLE BY-CLICKING ON THE MATERIAL URL
LINK:-https://balo.journal-
officiel.gouv.fr/pdf/2010/0308/201003081000606.pdf
O.1 Approve the financial statements Management For For
O.2 Approve the consolidated financial statements Management For For
O.3 Approve the regulated Agreements pursuant to Article L. Management For For
225-38 of the Commercial Code
O.4 Approve the recommendations of the Board of Directors and Management For For
resolves that the distributable income for the FY be
appropriated as follows: net income: EUR 342,583,800.31
prior retained earnings: EUR 51,363,830.42 distributable
income: EUR 393,947,630.73 dividends: EUR 301,666,899.68
the balance to the retained earnings: EUR 92,280,731.05;
the shareholders will receive a net dividend of EUR 1.66
per share, and will entitle to the 40% deduction provided
by the French General Tax Code; this dividend will be paid
on 25 MAY 2010; in the event that the Company holds some
of its own shares on such date, the amount of the unpaid
dividend on such shares shall be allocated to the retained
earnings account; as required by law, it is reminded that,
for the last three financial years, the dividends paid,
were as follows: EUR 1.61 for FY 2008 EUR 1.61 for FY 2007
EUR 1.41 for FY 2006
O.5 Approve to renew Mr. Renaud Donnedieu de Vabres' term as a Management For For
Board Member
O.6 Approve to renew Mr. Eric Guerlain's term as a Board Member Management For For
O.7 Approve to renew Mr. Christian de Labriffe's term as a Management For For
Board Member
O.8 Appointment of Mrs. Segolene Gallienne as a Board Member Management For For
O.9 Grant authority to operate on the Company's shares Management For For
E.10 Grant authority to reduce the share capital by Management For For
cancellation of treasury shares
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT Non-Voting
OF RESOLUTION 4. IF-YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLE-SS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 48
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
LVMH MOET HENNESSY LOUIS VUITTON, PARIS
SECURITY F58485115 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 15-Apr-2010
ISIN FR0000121014 AGENDA 702287740 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
- - FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN AND Non-Voting
FORWARD THE PROXY CARD-DIRECTLY TO THE SUB CUSTODIAN.
PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE TO
OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND
DIRECTIONS.-THE FOLLOWING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROXY CARDS: VOTING-INSTRUCTIONS WILL BE
FORWARDED TO THE GLOBAL CUSTODIANS THAT HAVE
BECOME-REGISTERED INTERMEDIARIES, ON THE VOTE DEADLINE
DATE. IN CAPACITY AS-REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE PROXY CARD AND-FORWARD TO THE
LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR
GLOBAL-CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE
CONTACT YOUR REPRESENTATIVE
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE Non-Voting
OPTIONS ARE "FOR"-AND "AGAINST" A VOTE OF "ABSTAIN" WILL
BE TREATED AS AN "AGAINST" VOTE.
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION Non-Voting
IS AVAILABLE BY-CLICKING ON THE MATERIAL URL
LINK:-https://balo.journal-
officiel.gouv.fr/pdf/2010/0310/201003101000501.pdf
O.1 Approve the Company accounts Management For For
O.2 Approve the consolidated accounts Management For For
O.3 Approve the regulated agreements specified in Article L. Management For For
225-38 of the Code du Commerce Commercial Code
O.4 Approve the allocation of the result - setting of the Management For For
dividend
O.5 Approve the renewal of the Director's mandate held by M. Management For For
Bernard Arnault
O.6 Approve the renewal of the Director's mandate held by Mme. Management For For
Delphine Arnault
O.7 Approve the renewal of the Director's mandate held by M. Management For For
Nicholas Clive Worms
O.8 Approve the renewal of the Director's mandate held by M. Management For For
Patrick Houel
O.9 Approve the renewal of the Director's mandate held by M. Management For For
Felix G Rahatyn
O.10 Approve the renewal of the Director's mandate held by M. Management For For
Hubert Vedrine
O.11 Appointment of Mme. Helene Carrere d'Encausse as a Director Management For For
O.12 Approve the renewal of the Censor's mandate held by M. Management For For
Kilian Hennessy
O.13 Approve the renewal of the Auditor's mandate held by Management For For
Deloitte & Associes
O.14 Appointment of Ernst & Young and Others as the Auditors Management For For
O.15 Approve the renewal of the Auditor's mandate held by M. Management For For
Denis Grison
O.16 Appointment of Auditex as an Assistant Auditors Management For For
O.17 Grant authority to manipulate Company shares Management For For
E.18 Grant authority to reduce capital stock by canceling Management For For
self-held shares
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 49
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
SULZER AG, WINTERTHUR
SECURITY H83580284 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 15-Apr-2010
ISIN CH0038388911 AGENDA 702298818 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT Non-Voting
IN THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING
INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHAR-ES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU H-AVE CONCERNS
REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRE-SENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE Non-Voting
SENT UNDER MEETING-613944, INCLUDING THE AGENDA. TO VOTE
IN THE UPCOMING MEETING, YOUR NAME MUST-BE NOTIFIED TO THE
COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE
RE-REGISTR-ATION DEADLINE. PLEASE NOTE THAT THOSE
INSTRUCTIONS THAT ARE SUBMITTED AFTER T-HE CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.
1. Approve the annual report, annual accounts and Management No Action
consolidated financial statements 2009 report of the
Company's Auditors and the Group's Auditors
2. Approve to distribute the total balance of CHF Management No Action
307,439,040, comprising the net profits for the year 2009
of CHF 302,200,000 and retained profits of CHF 5,239,040,
as follows: dividend payment CHF 95,934,636; allocation to
free reserves CHF 205,000,000; carried forward to new
account CHF 6,504,404; if this proposal is approved, the
gross dividend (before deduction of the Swiss withholding
tax of 35%) will amount to CHF 2.80 per share; dividends
will be paid out on 22 APR 2010 any shares held by Sulzer
Ltd and its subsidiaries on the dividend payment date
shall not be eligible to dividends
3. Grant discharge to the Members and the Corporate Executive Management No Action
Management for the business year 2009
4. Re-elect PricewaterhouseCoopers Ltd for a one-year term as Management No Action
the Auditors for the designated legal duties
5.1.1 Amend the Articles of Association according to 5.1.3, due Management No Action
to the Swiss Federal Act on Intermediated Securities (FISA)
5.1.2 Amend the Articles of Association to comply with the FISA Management No Action
which has entered into force on January 1, 2010; with the
new Law, securities trading is now based on a new legal
framework and legal certainty, especially in an
international context, is expected to be increased; as a
key element, the new Law is assigning constitutive effect
to the recording of book-entries
5.1.3 Amend the Article 4 of Association, due to the Swiss Management No Action
Federal Act on Intermediated Securities (FISA)
5.2.1 Amend the Articles of Association according to 5.2.3 Management No Action
5.2.2 Approve to reduce the term of office for its Members from Management No Action
three to one year
5.2.3 Amend Article 20 of the Articles of Association Management No Action
6.1 Re-elect Messrs. Hans Hubert Lienhard and Luciano Respini Management No Action
to the Board of Directors, for a further one-year term of
office
6.2 Election of Timothy David Summers as a new Member to the Management No Action
Board of Director
- --------------------------------------------------------------------------------
NESTLE S A
SECURITY H57312649 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 15-Apr-2010
ISIN CH0038863350 AGENDA 702312567 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT Non-Voting
IN THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING
INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHAR-ES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU H-AVE CONCERNS
REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE Non-Voting
SENT UNDER MEETING-603908 INCLUDING THE AGENDA. TO VOTE IN
THE UPCOMING MEETING, YOUR NAME MUST B-E NOTIFIED TO THE
COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE
RE-REGISTRA-TION DEADLINE. PLEASE NOTE THAT THOSE
INSTRUCTIONS THAT ARE SUBMITTED AFTER TH-E CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.
1.1 Approve the Annual Report, the financial statements of Management No Action
Nestle S.A. and the consolidated financial statements of
the Nestle Group for 2009
1.2 Approve the acceptance of the compensation report 2009 Management No Action
2. Approve to release the Members of the Board of Directors Management No Action
and of the Management
3. Approve the appropriation of profits resulting from the Management No Action
balance sheet of Nestle S.A Retained earnings as specified
provided that the proposal of the Board of Directors is
approved, the gross dividend will amount to CHF 1.60 per
share, representing a net amount of CHF 1.04 per share
after payment of the Swiss withholding tax of 35% the last
trading day with entitlement to receive the dividend is 16
APR 2010, the shares will be traded ex dividend as of 19
APR 2010, the net dividend will be payable as from 22 APR
2010
4.1.1 Re-elections of Mr. Peter Brabeck-Letmathe to the Board of Management No Action
Directors for a term of 3 years
4.1.2 Re-elections of Mr. Steven G. Hoch, to the Board of Management No Action
Directors for a term of 3 years
4.1.3 Re-elections of Mr.Andre Kudelski to the Board of Management No Action
Directors for a term of 3 years
4.1.4 Re-elections of Mr.Jean-Rene Fourtou to the Board of Management No Action
Directors for a term of 2 years
4.2.1 Elections of Mrs. Titia de Lange to the Board of Directors Management No Action
for a term of 3 years
4.2.2 Elections of Mr. Jean-Pierre Roth to the Board of Management No Action
Directors for a term of 3 years
4.3 Re-election of KPMG S.A., Geneva branch for a term of 1year Management No Action
5. Approve the cancellation of 185,000.000 shares repurchased Management No Action
under the share buy-back programme, and reduction of share
capital by CHF 18,500.000, and amend the Article 3 of the
Articles of Association as specified
6. Amend the New Article 4 of the Articles of Association as Management No Action
specified
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 50
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
H.B. FULLER COMPANY
SECURITY 359694106 MEETING TYPE Annual
TICKER SYMBOL FUL MEETING DATE 15-Apr-2010
ISIN US3596941068 AGENDA 933194893 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 JOHN C. VAN RODEN, JR. For For
2 MICHELE VOLPI For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING NOVEMBER 27, 2010.
- --------------------------------------------------------------------------------
TEXAS INSTRUMENTS INCORPORATED
SECURITY 882508104 MEETING TYPE Annual
TICKER SYMBOL TXN MEETING DATE 15-Apr-2010
ISIN US8825081040 AGENDA 933195465 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: R.W. BABB, JR. Management For For
1B ELECTION OF DIRECTOR: D.L. BOREN Management For For
1C ELECTION OF DIRECTOR: D.A. CARP Management For For
1D ELECTION OF DIRECTOR: C.S. COX Management For For
1E ELECTION OF DIRECTOR: D.R. GOODE Management For For
1F ELECTION OF DIRECTOR: S.P. MACMILLAN Management For For
1G ELECTION OF DIRECTOR: P.H. PATSLEY Management For For
1H ELECTION OF DIRECTOR: W.R. SANDERS Management For For
1I ELECTION OF DIRECTOR: R.J. SIMMONS Management For For
1J ELECTION OF DIRECTOR: R.K. TEMPLETON Management For For
1K ELECTION OF DIRECTOR: C.T. WHITMAN Management For For
02 BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2010.
- --------------------------------------------------------------------------------
BP P.L.C.
SECURITY 055622104 MEETING TYPE Annual
TICKER SYMBOL BP MEETING DATE 15-Apr-2010
ISIN US0556221044 AGENDA 933199716 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO RECEIVE THE DIRECTORS' ANNUAL REPORT AND ACCOUNTS Management For For
02 TO APPROVE THE DIRECTORS' REMUNERATION REPORT Management For For
03 TO ELECT MR P ANDERSON AS A DIRECTOR Management For For
04 TO RE-ELECT MR A BURGMANS AS A DIRECTOR Management For For
05 TO RE-ELECT MRS C B CARROLL AS A DIRECTOR Management For For
06 TO RE-ELECT SIR WILLIAM CASTELL AS A DIRECTOR Management For For
07 TO RE-ELECT MR I C CONN AS A DIRECTOR Management For For
08 TO RE-ELECT MR G DAVID AS A DIRECTOR Management For For
09 TO ELECT MR I E L DAVIS AS A DIRECTOR Management For For
10 TO RE-ELECT MR R DUDLEY AS A DIRECTOR Management For For
11 TO RE-ELECT MR D J FLINT AS A DIRECTOR Management For For
12 TO RE-ELECT DR B E GROTE AS A DIRECTOR Management For For
13 TO RE-ELECT DR A B HAYWARD AS A DIRECTOR Management For For
14 TO RE-ELECT MR A G INGLIS AS A DIRECTOR Management For For
15 TO RE-ELECT DR D S JULIUS AS A DIRECTOR Management For For
16 TO ELECT MR C-H SVANBERG AS A DIRECTOR Management For For
17 TO REAPPOINT ERNST & YOUNG LLP AS AUDITORS AND AUTHORIZE Management For For
THE BOARD TO FIX THEIR REMUNERATION
S18 SPECIAL RESOLUTION: TO ADOPT NEW ARTICLES OF ASSOCIATION Management For For
S19 SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY FOR THE Management For For
PURCHASE OF ITS OWN SHARES BY THE COMPANY
20 TO GIVE LIMITED AUTHORITY TO ALLOT SHARES UP TO A Management For For
SPECIFIED AMOUNT
S21 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT A LIMITED Management For For
NUMBER OF SHARES FOR CASH FREE OF PRE- EMPTION RIGHTS
S22 SPECIAL RESOLUTION: TO AUTHORIZE THE CALLING OF GENERAL Management For For
MEETINGS (EXCLUDING ANNUAL GENERAL MEETINGS) BY NOTICE OF
AT LEAST 14 CLEAR DAYS
23 TO APPROVE THE RENEWAL OF THE EXECUTIVE DIRECTORS Management For For
INCENTIVE PLAN
24 TO APPROVE THE SCRIP DIVIDEND PROGRAMME Management For For
S25 SPECIAL RESOLUTION: TO INSTRUCT A COMMITTEE OF THE BOARD Shareholder Against For
TO REVIEW THE ASSUMPTIONS BEHIND THE SUNRISE SAGD PROJECT
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 51
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
PORTUGAL TELECOM SGPS SA, LISBOA
SECURITY X6769Q104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 16-Apr-2010
ISIN PTPTC0AM0009 AGENDA 702296232 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 Receive the management report, balance sheet and accounts Management No Action
for the year 2009
2 Receive the consolidated management report, balance sheet Management No Action
and accounts for the year 2009
3 Approve the proposal for application of profits Management No Action
4 Approve the general appraisal of the Company's management Management No Action
and supervision
5 Approve the acquisition and disposal of own shares Management No Action
6 Approve, pursuant to Number 4 of Article 8 of the Articles Management No Action
of Association, on the parameters applicable in the event
of any issuance of bonds convertible into shares that may
be resolved upon by the Board of Directors
7 Approve the suppression of the pre-emptive right of Management No Action
shareholders in the subscription of any issuance of
convertible bonds as referred to under Item 6 hereof as
may be resolved upon by the Board of Directors
8 Approve the issuance of bonds and other securities, of Management No Action
whatever nature, by the Board of Directors, and notably on
the fixing of the value of such securities in accordance
with Number 3 of Article 8 and paragraph e) of Number 1 of
Article 15 of the Articles of Association
9 Approve the acquisition and disposal of own bonds and Management No Action
other own securities
10 Approve the creation of an ADHOC committee to decide on Management No Action
the remuneration of the members of the compensation
Committee
11 Approve the declaration in respect of the remuneration Management No Action
policy of the members of the management and supervisory
bodies of the Company
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH Non-Voting
QUORUM, THERE WILL BE A SE-COND CALL ON 03 MAY 2010 AT
16:00 HRS. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS-WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.
PLEASE BE ALSO A- DVISED THAT YOUR SHARES WILL BE BLOCKED
UNTIL THE QUORUM IS MET OR THE MEETING-IS CANCELLED. THANK
YOU.
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF Non-Voting
SECOND CALL DATE. IF YO-U HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS-YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------
VIVO PARTICIPACOES SA, SAO PAULO
SECURITY P9810G108 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 16-Apr-2010
ISIN BRVIVOACNOR1 AGENDA 702325639 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER
TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO
BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE
PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting
SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY VOTES IN FAVOR
AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE A-LLOWED.
THANK YOU.
1. Approve to set the global remuneration of the Company Management For For
Directors
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 52
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
VIVO PARTICIPACOES SA, SAO PAULO
SECURITY P9810G108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 16-Apr-2010
ISIN BRVIVOACNOR1 AGENDA 702332709 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
- - IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER
TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS
TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT
YOUR CLIENT SERVICE-REPRESENTATIVE
- - PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A Non-Voting
MEMBER MUST-INCLUDE THE NAME OF THE CANDIDATE TO BE
ELECTED. IF INSTRUCTIONS TO VOTE ON-THIS ITEM IS RECEIVED
WITHOUT A CANDIDATE'S NAME, YOUR VOTE WILL BE PROCESSED-IN
FAVOR OR AGAINST OF THE DEFAULT COMPANY'S CANDIDATE. THANK
YOU.
- - PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting
SAME AGENDA ITEM ARE-NOT ALLOWED. ONLY VOTES IN FAVOR
AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN- ARE ALLOWED.
THANK YOU
1 Receive the administrators accounts, to examine, discuss Management For For
and vote on the administrations report, the financial
statements and the accounting statements accompanied by
the Independent Auditors report regarding the FYE on 31
DEC 2009
2 Approve to consider the proposal for the capital budget Management For For
for the year 2010
3 Approve to decide on the allocation of the net profits Management For For
from the FY 2009
4 Election of the members of the Finance Committee, and Management For For
their respective
- --------------------------------------------------------------------------------
GENUINE PARTS COMPANY
SECURITY 372460105 MEETING TYPE Annual
TICKER SYMBOL GPC MEETING DATE 19-Apr-2010
ISIN US3724601055 AGENDA 933196506 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 DR. MARY B. BULLOCK For For
2 JEAN DOUVILLE For For
3 THOMAS C. GALLAGHER For For
4 GEORGE C. "JACK" GUYNN For For
5 JOHN D. JOHNS For For
6 MICHAEL M.E. JOHNS, MD For For
7 J. HICKS LANIER For For
8 WENDY B. NEEDHAM For For
9 JERRY W. NIX For For
10 LARRY L. PRINCE For For
11 GARY W. ROLLINS For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE Management For For
COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
ELI LILLY AND COMPANY
SECURITY 532457108 MEETING TYPE Annual
TICKER SYMBOL LLY MEETING DATE 19-Apr-2010
ISIN US5324571083 AGENDA 933197128 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR : R. ALVAREZ Management For For
1B ELECTION OF DIRECTOR : W. BISCHOFF Management For For
1C ELECTION OF DIRECTOR : R.D. HOOVER Management For For
1D ELECTION OF DIRECTOR : F.G. PRENDERGAST Management For For
1E ELECTION OF DIRECTOR : K.P. SEIFERT Management For For
02 RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF Management For For
BOARD OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT
AUDITORS FOR 2010.
03 APPROVE AMENDMENTS TO THE ARTICLES OF INCORPORATION TO Management For For
PROVIDE FOR ANNUAL ELECTION OF ALL DIRECTORS.
04 APPROVE AMENDMENTS TO THE ARTICLES OF INCORPORATION TO Management For For
ELIMINATE ALL SUPERMAJORITY VOTING PROVISIONS.
05 SHAREHOLDER PROPOSAL ON ALLOWING SHAREHOLDERS TO CALL Shareholder Against For
SPECIAL SHAREHOLDERS' MEETINGS.
06 SHAREHOLDER PROPOSAL ON PROHIBITING CEO'S FROM SERVING ON Shareholder Against For
THE COMPENSATION COMMITTEE.
07 SHAREHOLDER PROPOSAL ON RATIFICATION OF EXECUTIVE Shareholder Against For
COMPENSATION.
08 SHAREHOLDER PROPOSAL REQUIRING EXECUTIVES TO HOLD EQUITY Shareholder Against For
AWARDS INTO RETIREMENT.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 53
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
CRANE CO.
SECURITY 224399105 MEETING TYPE Annual
TICKER SYMBOL CR MEETING DATE 19-Apr-2010
ISIN US2243991054 AGENDA 933198699 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: KAREN E. DYKSTRA Management For For
1B ELECTION OF DIRECTOR: RICHARD S. FORTE Management For For
1C ELECTION OF DIRECTOR: JAMES L.L. TULLIS Management For For
02 RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT AUDITORS FOR THE COMPANY FOR 2010.
- --------------------------------------------------------------------------------
INTERPUMP GROUP SPA, SANT'ILARIO (RE)
SECURITY T5513W107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 20-Apr-2010
ISIN IT0001078911 AGENDA 702303885 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
- - PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH Non-Voting
QUORUM, THERE WILL BE A-SECOND CALL ON 21 APR 2010.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID
FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE
ALSO-ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE
QUORUM IS MET OR THE-MEETING IS CANCELLED. THANK YOU.
1 Approve the balance sheet as of 31 DEC 2009 along with the Management No Action
Directors report on management, the report of the Board of
Auditors and further related documentation required by
current regulations; the groups consolidated balance sheet
as of 31 DEC 2009 along with the Directors report and the
related documentation required by the regulations in
force; related and consequential resolutions
2 Approve to determine the emoluments reserved to the Management No Action
Directors office related to FY 2010 and of the total
remuneration reserved to Directors holding particular
offices for FY 2010
3 Grant authority as per Articles 2357 and 2357 Ter of the Management No Action
Italian Civil Code, to purchase and dispose of own shares
in portfolio or purchased
4 Approve the incentive plan entitled inter pump incentive Management No Action
plan 2010, 2012 in favour of employees, partners and
groups Directors and granting of the related powers to the
Company's Board of Directors
- --------------------------------------------------------------------------------
PACCAR INC
SECURITY 693718108 MEETING TYPE Annual
TICKER SYMBOL PCAR MEETING DATE 20-Apr-2010
ISIN US6937181088 AGENDA 933194970 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 ALISON J. CARNWATH For For
2 ROBERT T. PARRY For For
3 JOHN M. PIGOTT For For
4 GREGORY M.E. SPIERKEL For For
02 STOCKHOLDER PROPOSAL REGARDING THE SUPERMAJORITY VOTE Shareholder Against For
PROVISIONS
03 STOCKHOLDER PROPOSAL REGARDING A DIRECTOR VOTE THRESHOLD Shareholder Against For
04 STOCKHOLDER PROPOSAL REGARDING COMPOSITION OF THE Shareholder Against For
COMPENSATION COMMITTEE
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 54
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
INTERACTIVE BROKERS GROUP INC
SECURITY 45841N107 MEETING TYPE Annual
TICKER SYMBOL IBKR MEETING DATE 20-Apr-2010
ISIN US45841N1072 AGENDA 933196431 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: THOMAS PETERFFY Management For For
1B ELECTION OF DIRECTOR: EARL H. NEMSER Management For For
1C ELECTION OF DIRECTOR: PAUL J. BRODY Management For For
1D ELECTION OF DIRECTOR: MILAN GALIK Management For For
1E ELECTION OF DIRECTOR: LAWRENCE E. HARRIS Management For For
1F ELECTION OF DIRECTOR: HANS R. STOLL Management For For
1G ELECTION OF DIRECTOR: IVERS W. RILEY Management For For
1H ELECTION OF DIRECTOR: ROBERT W. TRUDEAU Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM OF DELOITTE & TOUCHE LLP.
- --------------------------------------------------------------------------------
M&T BANK CORPORATION
SECURITY 55261F104 MEETING TYPE Annual
TICKER SYMBOL MTB MEETING DATE 20-Apr-2010
ISIN US55261F1049 AGENDA 933198839 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 BRENT D. BAIRD For For
2 ROBERT J. BENNETT For For
3 C. ANGELA BONTEMPO For For
4 ROBERT T. BRADY For For
5 MICHAEL D. BUCKLEY For For
6 T.J. CUNNINGHAM III For For
7 MARK J. CZARNECKI For For
8 COLM E. DOHERTY For For
9 GARY N. GEISEL For For
10 PATRICK W.E. HODGSON For For
11 RICHARD G. KING For For
12 JORGE G. PEREIRA For For
13 MICHAEL P. PINTO For For
14 MELINDA R. RICH For For
15 ROBERT E. SADLER, JR. For For
16 HERBERT L. WASHINGTON For For
17 ROBERT G. WILMERS For For
02 TO APPROVE THE COMPENSATION OF M&T BANK CORPORATION'S Management For For
NAMED EXECUTIVE OFFICERS.
03 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF M&T
BANK CORPORATION FOR THE YEAR ENDING DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
NEWALLIANCE BANCSHARES, INC.
SECURITY 650203102 MEETING TYPE Annual
TICKER SYMBOL NAL MEETING DATE 20-Apr-2010
ISIN US6502031023 AGENDA 933202474 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 CARLTON L. HIGHSMITH For For
2 JOSEPH H. ROSSI For For
3 NATHANIEL D. WOODSON For For
4 JOSEPH A. ZACCAGNINO For For
02 TO RATIFY THE APPOINTMENT OF THE FIRM OF Management For For
PRICEWATERHOUSECOOPERS, LLP AS INDEPENDENT AUDITORS
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 55
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
CITIGROUP INC.
SECURITY 172967101 MEETING TYPE Annual
TICKER SYMBOL C MEETING DATE 20-Apr-2010
ISIN US1729671016 AGENDA 933203503 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: ALAIN J.P. BELDA Management For For
1B ELECTION OF DIRECTOR: TIMOTHY C. COLLINS Management For For
1C ELECTION OF DIRECTOR: JERRY A. GRUNDHOFER Management For For
1D ELECTION OF DIRECTOR: ROBERT L. JOSS Management For For
1E ELECTION OF DIRECTOR: ANDREW N. LIVERIS Management For For
1F ELECTION OF DIRECTOR: MICHAEL E. O'NEILL Management For For
1G ELECTION OF DIRECTOR: VIKRAM S. PANDIT Management For For
1H ELECTION OF DIRECTOR: RICHARD D. PARSONS Management For For
1I ELECTION OF DIRECTOR: LAWRENCE R. RICCIARDI Management For For
1J ELECTION OF DIRECTOR: JUDITH RODIN Management For For
1K ELECTION OF DIRECTOR: ROBERT L. RYAN Management For For
1L ELECTION OF DIRECTOR: ANTHONY M. SANTOMERO Management For For
1M ELECTION OF DIRECTOR: DIANA L. TAYLOR Management For For
1N ELECTION OF DIRECTOR: WILLIAM S. THOMPSON, JR. Management For For
1O ELECTION OF DIRECTOR: ERNESTO ZEDILLO Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS CITI'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
03 PROPOSAL TO APPROVE AMENDMENTS TO THE CITIGROUP 2009 STOCK Management For For
INCENTIVE PLAN.
04 PROPOSAL TO APPROVE THE TARP REPAYMENT SHARES. Management For For
05 PROPOSAL TO APPROVE CITI'S 2009 EXECUTIVE COMPENSATION. Management For For
06 PROPOSAL TO RATIFY THE TAX BENEFITS PRESERVATION PLAN. Management Against Against
07 PROPOSAL TO APPROVE THE REVERSE STOCK SPLIT EXTENSION. Management For For
08 STOCKHOLDER PROPOSAL REGARDING POLITICAL NON- PARTISANSHIP. Shareholder Against For
09 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON POLITICAL Shareholder Against For
CONTRIBUTIONS.
10 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON COLLATERAL FOR Shareholder Against For
OVER-THE-COUNTER DERIVATIVES TRADES.
11 STOCKHOLDER PROPOSAL REQUESTING THAT STOCKHOLDERS HOLDING Shareholder Against For
10% OR ABOVE HAVE THE RIGHT TO CALL SPECIAL STOCKHOLDER
MEETINGS.
12 STOCKHOLDER PROPOSAL REQUESTING THAT EXECUTIVE OFFICERS Shareholder Against For
RETAIN 75% OF THE SHARES ACQUIRED THROUGH COMPENSATION
PLANS FOR TWO YEARS FOLLOWING TERMINATION OF EMPLOYMENT.
13 STOCKHOLDER PROPOSAL REQUESTING REIMBURSEMENT OF EXPENSES Shareholder Against For
INCURRED BY A STOCKHOLDER IN A CONTESTED ELECTION OF
DIRECTORS.
- --------------------------------------------------------------------------------
KAMAN CORPORATION
SECURITY 483548103 MEETING TYPE Annual
TICKER SYMBOL KAMN MEETING DATE 21-Apr-2010
ISIN US4835481031 AGENDA 933195059 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 EILEEN S. KRAUS For For
2 RICHARD J. SWIFT For For
3 NEAL J. KEATING For For
4 GEORGE E. MINNICH For For
2 TO APPROVE THE COMPANY'S 2003 STOCK INCENTIVE PLAN (AS Management For For
AMENDED THROUGH FEBRUARY 23, 2010)
3 TO APPROVE THE COMPANY'S EMPLOYEES STOCK PURCHASE PLAN (AS Management For For
AMENDED THROUGH OCTOBER 13, 2009)
4 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
ENSUING YEAR.
- --------------------------------------------------------------------------------
THE COCA-COLA COMPANY
SECURITY 191216100 MEETING TYPE Annual
TICKER SYMBOL KO MEETING DATE 21-Apr-2010
ISIN US1912161007 AGENDA 933196758 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 ELECTION OF DIRECTOR: HERBERT A. ALLEN Management For For
02 ELECTION OF DIRECTOR: RONALD W. ALLEN Management For For
03 ELECTION OF DIRECTOR: CATHLEEN P. BLACK Management For For
04 ELECTION OF DIRECTOR: BARRY DILLER Management For For
05 ELECTION OF DIRECTOR: ALEXIS M. HERMAN Management For For
06 ELECTION OF DIRECTOR: MUHTAR KENT Management For For
07 ELECTION OF DIRECTOR: DONALD R. KEOUGH Management For For
08 ELECTION OF DIRECTOR: MARIA ELENA LAGOMASINO Management For For
09 ELECTION OF DIRECTOR: DONALD F. MCHENRY Management For For
10 ELECTION OF DIRECTOR: SAM NUNN Management For For
11 ELECTION OF DIRECTOR: JAMES D. ROBINSON III Management For For
12 ELECTION OF DIRECTOR: PETER V. UEBERROTH Management For For
13 ELECTION OF DIRECTOR: JACOB WALLENBERG Management For For
14 ELECTION OF DIRECTOR: JAMES B. WILLIAMS Management For For
15 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT AUDITORS
16 SHAREOWNER PROPOSAL REGARDING AN ADVISORY VOTE ON Shareholder Against For
EXECUTIVE COMPENSATION
17 SHAREOWNER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIR Shareholder Against For
18 SHAREOWNER PROPOSAL REGARDING RESTRICTED STOCK Shareholder Against For
19 SHAREOWNER PROPOSAL REGARDING A REPORT ON BISPHENOL-A Shareholder Against For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 56
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
DANONE, PARIS
SECURITY F12033134 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 22-Apr-2010
ISIN FR0000120644 AGENDA 702273145 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
- - French Resident Shareowners must complete, sign and Non-Voting
forward the Proxy Card-directly to the sub custodian.
Please contact your Client Service-Representative to
obtain the necessary card, account details and
directions.-The following applies to Non- Resident
Shareowners: Proxy Cards: Voting-instructions will be
forwarded to the Global Custodians that have
become-Registered Intermediaries, on the Vote Deadline
Date. In capacity as- Registered Intermediary, the Global
Custodian will sign the Proxy Card and-forward to the
local custodian. If you are unsure whether your
Global-Custodian acts as Registered Intermediary, please
contact your representative
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE Non-Voting
OPTIONS ARE "FOR"-AND "AGAINST" A VOTE OF "ABSTAIN" WILL
BE TREATED AS AN "AGAINST" VOTE.
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION Non-Voting
IS AVAILABLE BY-CLICKING ON THE MATERIAL
URL-LINK-https://balo.journal-
officiel.gouv.fr/pdf/2010/0301/201003011000503.pdf
O.1 Approve the Company's financial statements for the FYE on Management No Action
31 DEC 2009
O.2 Approve the consolidated financial statements for the FYE Management No Action
on 31 DEC 2009
O.3 Approve the allocation of income for the FYE on 31 DEC Management No Action
2009 and setting of the dividend at EUR 1.20 per share
O.4 Approve the renewal of Mr. Franck RIBOUD's term as a Board Management No Action
member
O.5 Approve the renewal of Mr. Emmanuel FABER's term as a Management No Action
Board member
O.6 Approve the renewal of the Company PricewaterhouseCoopers Management No Action
Audit as a permanent Statutory Auditor
O.7 Appointment of the Cabinet Ernst & Young et Autres as a Management No Action
permanent Statutory
O.8 Appointment of Mr. Yves NICOLAS as a substitute Statutory Management No Action
Auditor
O.9 Appointment of the Company Auditex as a substitute Management No Action
Statutory Auditor
O.10 Approve the agreements under the Statutory Auditors' Management No Action
special report
O.11 Approve the agreements and Undertakings pursuant to Management No Action
Articles L. 225-38 and L. 225-42-1 of the Commercial Code
relating to Mr. Franck RIBOUD
O.12 Approve the agreements and Undertakings pursuant to Management No Action
Articles L. 225-38 and L. 225-42-1 of the Commercial Code
relating to Mr. Emmanuel FABER
O.13 Approve the agreements and Undertakings pursuant to Management No Action
Articles L. 225-38 and L. 225-42-1 of the Commercial Code
relating to Mr. Bernard HOURS
O.14 Authorize the Board of Directors to purchase, hold or Management No Action
transfer Company's shares
E.15 Authorize the Board of Directors to carry out allocations Management No Action
of Company's existing shares or to be issued
E.16 Amend Article 26 II of the Statutes relating to the Management No Action
limitation of the voting rights
E.17 Grant powers for the formalities Management No Action
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 57
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
VOLKSWAGEN AG, WOLFSBURG
SECURITY D94523145 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 22-Apr-2010
ISIN DE0007664005 AGENDA 702302667 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
PLEASE NOTE THAT VOTING INSTRUCTIONS HAVE TO BE RECEIVED Non-Voting
IN WRITTEN FORM FOR V-OTING RIGHTS TO BE EXERCISED AT THIS
MEETING. IF YOU WISH TO VOTE, PLEASE EMAI-L SIMONE KORN
(SIMONE.KORN@BROADRIDGE.COM) AND FRANZISKA FUNKE
(FRANZISKA.FUNK-E@BROADRIDGE.COM) TO REQUEST THE NECESSARY
FORMS. WHEN REQUESTING FORMS, PLEAS-E STATE YOUR PROXYEDGE
INSTITUTION ID TO MAKE SURE YOU RECEIVE THE CORRECT DOC-
UMENTATION FOR YOUR ACCOUNTS. IF YOU ONLY WANT TO VOTE A
SUBSET OF YOUR ACCOUN-TS, PLEASE LIST ALL ACCOUNTS TO BE
VOTED IN ADDITION TO YOUR PROXYEDGE ID. VOT-ES INPUT INTO
PROXYEDGE WILL BE RECORDED FOR RECORD KEEPING PURPOSES BUT
WILL- NOT BE PROCESSED. PLEASE NOTE DUE TO THESE SPECIAL
REQUIREMENTS ALL WRITTEN FO-RMS MUST BE RETURNED BY
09.04.2010, 15:00 GMT.
AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting
REQUIRE THAT YOU DISCLOSE-WHETHER YOU HAVE A CONTROLLING
OR PERSONAL INTEREST IN THIS COMPANY. SHOULD EI-THER BE
THE CASE, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE SO THAT WE-MAY LODGE YOUR INSTRUCTIONS
ACCORDINGLY. IF YOU DO NOT HAVE A CONTROLLING OR- PERSONAL
INTEREST, SUBMIT YOUR VOTE AS USUAL THANK YOU
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS Non-Voting
01.04.2010 , WHEREA-S THE MEETING HAS BEEN SETUP USING THE
ACTUAL RECORD DATE - 1 BUSINESS DAY. TH-IS IS DONE TO
ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH
THE G-ERMAN LAW. THANK YOU
1. Presentation of the adopted annual financial statements, Non-Voting
the approved consolid-ated financial statements, the
management report and the Group management repo-rt for the
year ended December 31, 2009, together with the Report by
the Super-visory Board on fiscal year 2009 as well as the
explanatory report by the Boar-d of Management on the
informations in accordance with sections 289(4) and
315-(4) of the Handelsgesetzbuch (HGB -- German
Commercial Code).
2. Resolution on the appropriation of the net profit of Management For For
Volkswagen Aktiengesellschaft
3. Resolution on formal approval of the actions of the Management For For
members of the Board of Management for fiscal year 2009
4. Resolution on formal approval of the actions of the Management For For
members of the Supervisory Board for fiscal year 2009
5.1 Election of a member of the Supervisory Board: Mr J rg Bode Management For For
5.2 Election of a member of the Supervisory Board: Dr. Hussain Management For For
Ali Al Abdulla
6. Resolution on the authorization to issue bonds with Management For For
warrants and/or convertible bonds, the creation of
contingent capital and the corresponding amendment to the
Articles of Association
7. Resolution on the approval of the system for the Management For For
remuneration of the members of the Board of Management
8. Resolution on the approval of intercompany agreements Management For For
9. Election of the auditors and Group auditors for fiscal Management For For
year 2010 as well as of the auditors to review the
condensed consolidated financial statements and interim
management report for the first six months of 2010
- --------------------------------------------------------------------------------
RANK GROUP PLC
SECURITY G7377H121 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 22-Apr-2010
ISIN GB00B1L5QH97 AGENDA 702306425 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 Receive the Directors report and the audited financial Management For For
statements for the YE 31 DEC 2009
2 Approve the Directors remuneration report for the YE 31 Management For For
DEC 2009
3 Declare a final dividend Management For For
4 Re-appoint Peter Johnson the Chairman as a Director Management For For
5 Re-appoint Richard Greenhalgh the Senior Independent Management For For
Director and the chairman of the Remuneration Committee as
a Director
6 Appointment of Tim Scoble as a Director Management For For
7 Appointment of Mike Smith as a Director Management For For
8 Appointment of the New Auditors Management For For
9 Authorize the Audit Committee to agree the remuneration of Management For For
the Auditors
10 Grant authority for the political donations expenditure Management For For
S.11 Grant authority for the calling of general meetings on 14 Management For For
clear days notice
S.12 Adopt the New Articles of Association Management For For
13 Adopt the New Long Term Incentive Plan Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 58
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
HEINEKEN NV
SECURITY N39427211 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 22-Apr-2010
ISIN NL0000009165 AGENDA 702317341 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
- - PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING AT THIS Non-Voting
GENERAL MEETING ARE-RELAXED AS THERE IS A REGISTRATION
DEADLINE / RECORD DATE ASSOCIATED WITH-THIS MEETING. THANK
YOU.
- - Opening Non-Voting
1.a Receive the report for the FY 2009 Non-Voting
1.b Adopt the financial statements for the FY 2009 Management For For
1.c Approve the appropriation of the balance of the income Management For For
statement in accordance with Article 12 paragraph 7 of the
Company's Articles of Association
1.d Grand discharge to the Members of the Executive Board Management For For
1.e Grand discharge to the Members of the Supervisory Board Management For For
2 Approve the acquisition of 100% of the beer operations of Management For For
Fomento Economico Mexicano, S.A.B. de C.V (FEMSA) via an
all share transaction
3.a Authorize the Managing Board, subject to the approval of Management For For
the Supervisory Board, to cause the Company to acquire its
own shares for valuable consideration, up to a maximum
number which, at the time of acquisition, the Company is
permitted to acquire pursuant to the provisions of Section
98, Subsection 2, of Book 2 of the Netherlands Civil Code;
such acquisition may be effected by means of any type of
contract, including stock exchange transactions and
private transactions; the price must lie between the
nominal value of the shares and an amount equal to 110% of
the market price; by 'market price ' is understood the
opening price reached by the shares on the date of
acquisition, as evidenced by the official price list of
Euronext Amsterdam NV; [Authority expires after 18 months
commencing on 22 APR 2010]
3.b Approve to designate the Managing Board, subject to the Management For For
approval of the Supervisory Board, for a period of 18
months as the body which is authorised, to resolve to
issue shares to FEMSA [and its affiliates] up to a number
of shares not exceeding 86,029,019 shares in exchange for
the transfer by FEMSA of its beer operations [consisting
of all shares of common stock in FEMSA Cerveza held by
FEMSA and its affiliates'] to the Company and subject to
FEMSA [and its affiliates] transferring 43,018,320 of
these new shares to Heineken Holding N.V. in exchange for
43,018,320 new Heineken Holding N.V. shares to be issued
to FEMSA [and its affiliates]
3.c Approve to designate the Managing Board, subject to the Management For For
approval of the Supervisory Board, for a period of 18
months as the body which is authorised to resolve to issue
shares up to a number of shares not exceeding 10% of the
number of issued shares in the capital of the Company; the
authorisation may be used in connection with the Long-Term
Incentive Plan for the Members of the Executive Board and
the Long-Term Incentive Plan for the Senior Management,
but may also serve other purposes,such as the issue of
those of the allotted shares that will not be repurchased
under Resolution 3.a and other acquisitions
3.d Authorize the Executive Board to restrict or exclude Management For For
shareholders pre-emptive rights
4 Corporate governance, comply or explain report Non-Voting
5.a Approve the adjustments to the Remuneration Policy for the Management For For
Executive Board
5.b Approve the related amendment to the Long Term Incentive Management For For
Plan for the Executive Board
6.a Appointment of Mr. J.A. Fernandez Carbajal as a Member of Management For For
the Supervisory
6.b Appointment of Mr. J.G. Astaburuaga Sanjines as a Member Management For For
of the Supervisory
6.c Re-appoint Mr. C.J.A. van Lede as a Member of the Management For For
Supervisory Board
6.d Re-appoint Mr. J.M. de Jong as a Member of the Supervisory Management For For
Board
6.e Re-appoint Mrs. A.M. Fentener van Vlissingen as a Member Management For For
of the Supervisory Board
- - Closing Non-Voting
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT Non-Voting
OF RESOLUTIONS 3.A,-3.B AND 3.C. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS-PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 59
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
EDISON INTERNATIONAL
SECURITY 281020107 MEETING TYPE Annual
TICKER SYMBOL EIX MEETING DATE 22-Apr-2010
ISIN US2810201077 AGENDA 933197964 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 JAGJEET S. BINDRA For For
2 VANESSA C.L CHANG For For
3 FRANCE A. CORDOVA For For
4 THEODORE F. CRAVER, JR. For For
5 CHARLES B. CURTIS For For
6 BRADFORD M. FREEMAN For For
7 LUIS G. NOGALES For For
8 RONALD L. OLSON For For
9 JAMES M. ROSSER For For
10 RICHARD T. SCHLOSBERG For For
11 THOMAS C. SUTTON For For
12 BRETT WHITE For For
02 RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management For For
04 SHAREHOLDER PROPOSAL ENTITLED "SHAREHOLDERS SAY ON Shareholder Against For
EXECUTIVE PAY"
- --------------------------------------------------------------------------------
MEDIA GENERAL, INC.
SECURITY 584404107 MEETING TYPE Annual
TICKER SYMBOL MEG MEETING DATE 22-Apr-2010
ISIN US5844041070 AGENDA 933198815 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 SCOTT D. ANTHONY For For
2 DENNIS J. FITZSIMONS For For
3 CARL S. THIGPEN For For
- --------------------------------------------------------------------------------
WOLVERINE WORLD WIDE, INC.
SECURITY 978097103 MEETING TYPE Annual
TICKER SYMBOL WWW MEETING DATE 22-Apr-2010
ISIN US9780971035 AGENDA 933203161 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 JEFFREY M. BOROMISA For For
2 DAVID T. KOLLAT For For
3 DAVID P. MEHNEY For For
4 TIMOTHY J. O'DONOVAN For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR.
03 PROPOSAL TO APPROVE THE STOCK INCENTIVE PLAN OF 2010. Management Against Against
- --------------------------------------------------------------------------------
SENSIENT TECHNOLOGIES CORPORATION
SECURITY 81725T100 MEETING TYPE Annual
TICKER SYMBOL SXT MEETING DATE 22-Apr-2010
ISIN US81725T1007 AGENDA 933204668 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 HANK BROWN For For
2 FERGUS M. CLYDESDALE For For
3 JAMES A.D. CROFT For For
4 WILLIAM V. HICKEY For For
5 KENNETH P. MANNING For For
6 PETER M. SALMON For For
7 ELAINE R. WEDRAL For For
8 ESSIE WHITELAW For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP, Management For For
CERTIFIED PUBLIC ACCOUNTANTS, AS THE INDEPENDENT AUDITORS
OF THE COMPANY FOR 2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 60
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
JOHNSON & JOHNSON
SECURITY 478160104 MEETING TYPE Annual
TICKER SYMBOL JNJ MEETING DATE 22-Apr-2010
ISIN US4781601046 AGENDA 933205963 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: MARY SUE COLEMAN Management For For
1B ELECTION OF DIRECTOR: JAMES G. CULLEN Management For For
1C ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS Management For For
1D ELECTION OF DIRECTOR: SUSAN L. LINDQUIST Management For For
1E ELECTION OF DIRECTOR: ANNE M. MULCAHY Management For For
1F ELECTION OF DIRECTOR: LEO F. MULLIN Management For For
1G ELECTION OF DIRECTOR: WILLIAM D. PEREZ Management For For
1H ELECTION OF DIRECTOR: CHARLES PRINCE Management For For
1I ELECTION OF DIRECTOR: DAVID SATCHER Management For For
1J ELECTION OF DIRECTOR: WILLIAM C. WELDON Management For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Shareholder Against For
04 SPECIAL SHAREOWNER MEETINGS Shareholder Against For
- --------------------------------------------------------------------------------
LOCKHEED MARTIN CORPORATION
SECURITY 539830109 MEETING TYPE Annual
TICKER SYMBOL LMT MEETING DATE 22-Apr-2010
ISIN US5398301094 AGENDA 933206333 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: E.C. "PETE" ALDRIDGE JR. Management For For
1B ELECTION OF DIRECTOR: NOLAN D. ARCHIBALD Management For For
1C ELECTION OF DIRECTOR: DAVID B. BURRITT Management For For
1D ELECTION OF DIRECTOR: JAMES O. ELLIS JR. Management For For
1E ELECTION OF DIRECTOR: GWENDOLYN S. KING Management For For
1F ELECTION OF DIRECTOR: JAMES M. LOY Management For For
1G ELECTION OF DIRECTOR: DOUGLAS H. MCCORKINDALE Management For For
1H ELECTION OF DIRECTOR: JOSEPH W. RALSTON Management For For
1I ELECTION OF DIRECTOR: JAMES M. SCHNEIDER Management For For
1J ELECTION OF DIRECTOR: ANNE STEVENS Management For For
1K ELECTION OF DIRECTOR: ROBERT J. STEVENS Management For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT AUDITORS
03 STOCKHOLDER PROPOSAL: REPORT ON SPACE-BASED WEAPONS PROGRAM Shareholder Against For
- --------------------------------------------------------------------------------
THE AES CORPORATION
SECURITY 00130H105 MEETING TYPE Annual
TICKER SYMBOL AES MEETING DATE 22-Apr-2010
ISIN US00130H1059 AGENDA 933207638 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 SAMUEL W. BODMAN, III For For
2 PAUL HANRAHAN For For
3 TARUN KHANNA For For
4 JOHN A. KOSKINEN For For
5 PHILIP LADER For For
6 SANDRA O. MOOSE For For
7 JOHN B. MORSE, JR. For For
8 PHILIP A. ODEEN For For
9 CHARLES O. ROSSOTTI For For
10 SVEN SANDSTROM For For
02 THE REAPPROVAL OF THE AES CORPORATION 2003 LTC PLAN Management For For
03 THE REAPPROVAL OF THE AES CORPORATION PERFORMANCE Management For For
INCENTIVE PLAN
04 THE RATIFICATION OF ERNST & YOUNG LLP AS THE INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR YEAR
2010
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 61
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
PFIZER INC.
SECURITY 717081103 MEETING TYPE Annual
TICKER SYMBOL PFE MEETING DATE 22-Apr-2010
ISIN US7170811035 AGENDA 933210243 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: DENNIS A. AUSIELLO Management For For
1B ELECTION OF DIRECTOR: MICHAEL S. BROWN Management For For
1C ELECTION OF DIRECTOR: M. ANTHONY BURNS Management For For
1D ELECTION OF DIRECTOR: ROBERT N. BURT Management For For
1E ELECTION OF DIRECTOR: W. DON CORNWELL Management For For
1F ELECTION OF DIRECTOR: FRANCES D. FERGUSSON Management For For
1G ELECTION OF DIRECTOR: WILLIAM H. GRAY III Management For For
1H ELECTION OF DIRECTOR: CONSTANCE J. HORNER Management For For
1I ELECTION OF DIRECTOR: JAMES M. KILTS Management For For
1J ELECTION OF DIRECTOR: JEFFREY B. KINDLER Management For For
1K ELECTION OF DIRECTOR: GEORGE A. LORCH Management For For
1L ELECTION OF DIRECTOR: JOHN P. MASCOTTE Management For For
1M ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON Management For For
1N ELECTION OF DIRECTOR: STEPHEN W. SANGER Management For For
1O ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR. Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management For For
04 APPROVAL OF BY-LAW AMENDMENT TO REDUCE THE PERCENTAGE OF Management For For
SHARES REQUIRED FOR SHAREHOLDERS TO CALL SPECIAL MEETINGS.
05 SHAREHOLDER PROPOSAL REGARDING STOCK OPTIONS. Shareholder Against For
- --------------------------------------------------------------------------------
PETROLEO BRASILEIRO S.A. - PETROBRAS
SECURITY 71654V408 MEETING TYPE Annual
TICKER SYMBOL PBR MEETING DATE 22-Apr-2010
ISIN US71654V4086 AGENDA 933245284 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
O1 MANAGEMENT REPORT, FINANCIAL STATEMENTS AND AUDIT Management For For
COMMITTEE'S OPINION FOR THE FISCAL YEAR 2009
O2 CAPITAL EXPENDITURE BUDGET FOR THE FISCAL YEAR 2010 Management For For
O3 DISTRIBUTION OF RESULTS FOR THE FISCAL YEAR 2009 Management For For
O4 ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS Management For For
O5 ELECTION OF CHAIRMAN OF THE BOARD OF DIRECTORS Management For For
O6 ELECTION OF MEMBERS OF THE AUDIT BOARD AND THEIR Management For For
RESPECTIVE SUBSTITUTES
O7 ESTABLISHMENT OF THE COMPENSATION OF MANAGEMENT AND Management For For
EFFECTIVE MEMBERS OF THE AUDIT COMMITTEE, AS WELL AS THEIR
PARTICIPATION IN THE PROFITS PURSUANT TO ARTICLES 41 AND
56 OF THE BYLAWS.
E1 INCREASE IN THE CAPITAL STOCK THROUGH THE INCORPORATION OF Management For For
PART OF THE REVENUE RESERVES AND PROFIT RESERVES.
E2 THE WAIVER OF THE PREFERENCE RIGHT AT THE QUATTOR Management For For
PARTICIPACOES S.A. EQUITY ISSUANCE, AS A RESULT OF THE
ACQUISITION OF THE STAKES HELD BY UNIAO DE INDUSTRIAS
PETROQUIMICAS S.A.
- --------------------------------------------------------------------------------
COCA-COLA ENTERPRISES INC.
SECURITY 191219104 MEETING TYPE Annual
TICKER SYMBOL CCE MEETING DATE 23-Apr-2010
ISIN US1912191046 AGENDA 933197217 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 L. PHILLIP HUMANN For For
2 SUZANNE B. LABARGE For For
3 VERONIQUE MORALI For For
4 PHOEBE A. WOOD For For
02 AN AMENDMENT TO THE 2007 INCENTIVE AWARD PLAN. Management Against Against
03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR 2010. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "AGAINST" PROPOSAL 4.
04 SHAREOWNER PROPOSAL TO REQUEST SHAREOWNER APPROVAL OF Shareholder Against For
CERTAIN SEVERANCE AGREEMENTS.
- --------------------------------------------------------------------------------
ALCOA INC.
SECURITY 013817101 MEETING TYPE Annual
TICKER SYMBOL AA MEETING DATE 23-Apr-2010
ISIN US0138171014 AGENDA 933197875 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 ARTHUR D. COLLINS, JR. For For
2 CARLOS GHOSN For For
3 MICHAEL G. MORRIS For For
4 E. STANLEY O'NEAL For For
02 PROPOSAL TO RATIFY THE INDEPENDENT AUDITOR Management For For
03 APPROVE A MAJORITY VOTING STANDARD FOR UNCONTESTED Management For For
DIRECTOR ELECTIONS
04 ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN THE Management For For
ARTICLES OF INCORPORATION REGARDING AMENDING ARTICLE
SEVENTH (FAIR PRICE PROTECTION)
05 ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN THE Management For For
ARTICLES OF INCORPORATION REGARDING AMENDING ARTICLE
EIGHTH (DIRECTOR ELECTIONS)
06 ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN ARTICLE Management For For
EIGHTH OF THE ARTICLES OF INCORPORATION RELATING TO THE
REMOVAL OF DIRECTORS
07 SHAREHOLDER PROPOSAL TO ADOPT SIMPLE-MAJORITY VOTE Shareholder Against For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 62
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
NEWMONT MINING CORPORATION
SECURITY 651639106 MEETING TYPE Annual
TICKER SYMBOL NEM MEETING DATE 23-Apr-2010
ISIN US6516391066 AGENDA 933199297 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 G.A. BARTON For For
2 V.A. CALARCO For For
3 J.A. CARRABBA For For
4 N. DOYLE For For
5 V.M. HAGEN For For
6 M.S. HAMSON For For
7 R.T. O'BRIEN For For
8 J.B. PRESCOTT For For
9 D.C. ROTH For For
10 J.V. TARANIK For For
11 S.R. THOMPSON For For
02 RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS NEWMONT'S INDEPENDENT
AUDITORS FOR 2010.
03 CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
SPECIAL MEETINGS, AS SET FORTH IN THE ACCOMPANYING PROXY
STATEMENT, IF PROPERLY INTRODUCED AT THE MEETING.
04 CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL TO APPROVE Shareholder Against For
MAJORITY VOTING FOR THE ELECTION OF DIRECTORS IN A
NON-CONTESTED ELECTION, AS SET FORTH IN THE ACCOMPANYING
PROXY STATEMENT, IF PROPERLY INTRODUCED AT THE MEETING.
- --------------------------------------------------------------------------------
KELLOGG COMPANY
SECURITY 487836108 MEETING TYPE Annual
TICKER SYMBOL K MEETING DATE 23-Apr-2010
ISIN US4878361082 AGENDA 933199588 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 BENJAMIN CARSON For For
2 GORDON GUND For For
3 DOROTHY JOHNSON For For
4 A. MCLAUGHLIN KOROLOGOS For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS KELLOGG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2010.
03 SHAREOWNER PROPOSAL TO ADOPT SIMPLE MAJORITY VOTE. Shareholder Against For
- --------------------------------------------------------------------------------
GATX CORPORATION
SECURITY 361448103 MEETING TYPE Annual
TICKER SYMBOL GMT MEETING DATE 23-Apr-2010
ISIN US3614481030 AGENDA 933202296 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 ANNE L. ARVIA For For
2 RICHARD FAIRBANKS For For
3 DEBORAH M. FRETZ For For
4 ERNST A. HABERLI For For
5 BRIAN A. KENNEY For For
6 MARK G. MCGRATH For For
7 JAMES B. REAM For For
8 DAVID S. SUTHERLAND For For
9 CASEY J. SYLLA For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR GATX
CORPORATION FOR 2010
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 63
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
ALLEGHANY CORPORATION
SECURITY 017175100 MEETING TYPE Annual
TICKER SYMBOL Y MEETING DATE 23-Apr-2010
ISIN US0171751003 AGENDA 933204606 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: KAREN BRENNER Management For For
1B ELECTION OF DIRECTOR: THOMAS S. JOHNSON Management For For
1C ELECTION OF DIRECTOR: PHILLIP M. MARTINEAU Management For For
1D ELECTION OF DIRECTOR: JAMES F. WILL Management For For
02 PROPOSAL TO APPROVE THE 2010 DIRECTORS' STOCK PLAN OF Management For For
ALLEGHANY CORPORATION.
03 PROPOSAL TO APPROVE THE 2010 MANAGEMENT INCENTIVE PLAN OF Management For For
ALLEGHANY CORPORATION.
04 RATIFICATION OF KPMG LLP AS ALLEGHANY CORPORATION'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
2010.
- --------------------------------------------------------------------------------
ABBOTT LABORATORIES
SECURITY 002824100 MEETING TYPE Annual
TICKER SYMBOL ABT MEETING DATE 23-Apr-2010
ISIN US0028241000 AGENDA 933205898 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 R.J. ALPERN For For
2 R.S. AUSTIN For For
3 W.M. DALEY For For
4 W.J. FARRELL For For
5 H.L. FULLER For For
6 W.A. OSBORN For For
7 D.A.L. OWEN For For
8 R.S. ROBERTS For For
9 S.C. SCOTT III For For
10 W.D. SMITHBURG For For
11 G.F. TILTON For For
12 M.D. WHITE For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS AUDITORS Management For For
03 SHAREHOLDER PROPOSAL-ADVISORY VOTE Shareholder Against For
04 SHAREHOLDER PROPOSAL-SPECIAL SHAREHOLDER MEETINGS Shareholder Against For
- --------------------------------------------------------------------------------
HARLEY-DAVIDSON, INC.
SECURITY 412822108 MEETING TYPE Annual
TICKER SYMBOL HOG MEETING DATE 24-Apr-2010
ISIN US4128221086 AGENDA 933209125 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
A DIRECTOR Management
1 BARRY K. ALLEN For For
2 RICHARD I. BEATTIE For For
3 JUDSON C. GREEN For For
4 N. THOMAS LINEBARGER For For
1 APPROVAL OF AMENDMENTS TO THE HARLEY-DAVIDSON, INC. Management For For
RESTATED ARTICLES OF INCORPORATION TO ELIMINATE THE
CLASSIFIED BOARD STRUCTURE AND APPROVAL OF AN ADJOURNMENT
OF THE ANNUAL MEETING TO IMPLEMENT THE AMENDMENTS.
2 APPROVAL OF THE HARLEY-DAVIDSON, INC. EMPLOYEE INCENTIVE Management For For
PLAN.
3 APPROVAL OF THE AMENDED AND RESTATED HARLEY- DAVIDSON, Management Against Against
INC. DIRECTOR STOCK PLAN.
4 RATIFICATION OF SELECTION OF ERNST & YOUNG LLP, Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, TO BE THE
AUDITORS.
5 SHAREHOLDER PROPOSAL TO ADOPT SIMPLE MAJORITY VOTE Shareholder Against For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 64
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
SVENSKA CELLULOSA AKTIEBOLAGET SCA
SECURITY W90152120 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 26-Apr-2010
ISIN SE0000112724 AGENDA 702309700 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
- - IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER
TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS
TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT
YOUR CLIENT SERVICE-REPRESENTATIVE
- - MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER Non-Voting
INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS
MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE
BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND
SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED
- - PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT Non-Voting
ABSTAIN AS A VALID-VOTE OPTION. THANK YOU
1 Opening of the meeting and election of Sven Unger, Management For For
attorney at law, as the Chairman of the AGM
2 Approve the voting list Management For For
3 Election of two persons to check the minutes Management For For
4 Approve to determine whether the meeting has been duly Management For For
convened
5 Approve the agenda Management For For
6 Presentation of the annual report and the Auditor's report Non-Voting
and the- consolidated financial statements and the
Auditor's report on the- consolidated financial statements
7 Approve the speeches by the Chairman of the Board of Management For For
Directors and the President
8.A Adopt the income statement and balance sheet, and of the Management For For
consolidated income statement and the consolidated balance
sheet
8.B Approve the appropriations of the Company's earnings under Management For For
the adopted balance sheet and record date for dividend, a
dividend of SEK 3.70 per share and that the record date
for the dividend be Thursday, 29 APR 2010; and payment
through Euroclear Sweden AB is estimated to be made on
Tuesday, 4 MAY 2010
8.C Grant discharge from personal liability of the Directors Management For For
and the President
9 Approve the Eight number of Directors and no Deputy Management For For
Directors
10 Approve that the remuneration to each Director elected by Management For For
the meeting and who is not employed by the Company shall
be SEK 450,000 and the Chairman of the Board of Directors
is to receive SEK 1,350,000. Members of the Remuneration
Committee are to receive additional remuneration of SEK
75,000 and Members of the Audit Committee are to receive
additional remuneration of SEK 100,000; The Chairman of
the Audit Committee is to receive additional remuneration
of SEK 125,000; Remuneration to the Auditor is to be paid
according to approved invoice; The Nomination Committee's
proposal means unchanged fees in relation to 2009
11 Re-election of Rolf Borjesson, Soren Gyll, Leif Johansson, Management For For
Sverker Martin-Lof, Anders Nyren, Barbara Milian
Thoralfsson, Jan Johansson as the Directors and new
election of Par Boman, whereby Sverker Martin-Lof is
proposed to be elected as Chairman of the Board Of
Directors; and Tom Hedelius has declined re-election.
12 Approve the AGM resolve that the Nomination Committee for Management For For
the AGM 2011 be composed of representatives of the, no
less than Four and no more than Six, largest Shareholders
in terms of voting rights listed in the Shareholders'
register maintained by Euroclear Sweden AB as of the last
banking day of August 2010, and the Chairman of the Board
of Directors; the Chairman of the Board of Directors is to
convene the first meeting of the Nomination Committee; the
member representing the largest Shareholder in terms of
voting rights shall be appointed Chairman of the
Nomination Committee; If so desired, due to later changes
in the ownership structure, the Nomination Committee is
authorized, in case the number of members falls below
seven, to call in one or two additional members among the
Shareholders who in terms of voting rights are the ..CONTD
- - ..CONTD largest Shareholders next in turn, so that the Non-Voting
total number of-members is not higher than Seven; Should a
member resign from the Nomination-Committee before its
work is completed and, if the Nomination
Committee-considers it necessary, a substitute member is
to represent the same- Shareholder or, if the Shareholder
is no longer one of the largest- Shareholders in terms of
voting rights, the largest Shareholder next in
turn;-Changes in the composition of the Nomination
Committee shall be made public-immediately. The
composition of the Nomination Committee for the AGM 2011,
is-to be announced no later than six months before that
meeting. Remuneration-shall not to be paid to the members
of the Nomination Committee. the Company-is to pay any
costs for the work of the Nomination Committee; the term
of-office for the Nomination Committee ..CONTD
- - ..CONTD ends when composition of the specified Nomination Non-Voting
Committee has been-announced; the Nomination Committee
shall propose the specified: the Chairman-of the general
meeting, Board Directors, the Chairman of the Board
of-Directors, remuneration to the Chairman and each of the
other directors,- remuneration for Committee work,
remuneration to the Company's Auditor and-the Nomination
Committee for the AGM 2012. The Nomination
Committee's-proposal means no changes in relation to the
proposal of 2009
13 Approve that the AGM adopt the specified guidelines for Management For For
remuneration for the Senior Management; the proposal means
unchanged guidelines in relation to 2009; remuneration to
the Chief Executive Officer and other Senior Managers will
be a fixed salary, possible variable remuneration,
additional benefits and pension; Other Senior Managers
include the Executive Vice President, Business Group
Managers and the like as well as the central staff
Managers; the total remuneration is to correspond to
market practice and be competitive on the Senior Manager's
field of profession; Fixed and variable remuneration is to
be linked to the Manager's responsibility and authority;
For the Chief Executive Officer, as well as for other
senior Managers, the variable remuneration is to be
limited and linked to the fixed remuneration; The variable
remuneration is ..CONTD
- - ..CONTD to be based on the outcome of predetermined Non-Voting
objectives and, as far as-possible, be linked to the
increase of value of the SCA share, from which
the-Shareholders benefit; The programme for variable
remuneration shall be-formulated so that the Board, in the
event of exceptional financial-conditions, may be able to
limit, or forebear, payment of variable-remuneration if
such a measure is believed to be reasonable and in
accordance-with the Company's responsibility to the
Shareholders, employees and other-Stakeholders; in the
event of termination of employment, the notice
period-should normally be two years should the termination
be initiated by the-Company, and one year, when initiated
by the Senior Manager; ..CONTD
- - ..CONTD Severance pay should not exist; Pension benefits Non-Voting
are to be determined-either by benefit or charge, or by a
combination hereof, and entitle the-Senior Manager to
pension from the age of 60, at the earliest; to earn
the-pension benefits, the period of employment must be
long, at present 20 years.-When resigning before the age
entitling to pension, the senior Manager will- receive a
paid-up pension policy from the age of 60; the pension is
not to be-based on variable remuneration; matters of
remuneration to the Senior-Management are to be dealt with
by a remuneration committee and, as regards-the president,
be resolved by the Board of Directors
14 Closing of the meeting Non-Voting
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 65
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
HONEYWELL INTERNATIONAL INC.
SECURITY 438516106 MEETING TYPE Annual
TICKER SYMBOL HON MEETING DATE 26-Apr-2010
ISIN US4385161066 AGENDA 933201371 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: GORDON M. BETHUNE Management For For
1B ELECTION OF DIRECTOR: KEVIN BURKE Management For For
1C ELECTION OF DIRECTOR: JAIME CHICO PARDO Management For For
1D ELECTION OF DIRECTOR: DAVID M. COTE Management For For
1E ELECTION OF DIRECTOR: D. SCOTT DAVIS Management For For
1F ELECTION OF DIRECTOR: LINNET F. DEILY Management For For
1G ELECTION OF DIRECTOR: CLIVE R. HOLLICK Management For For
1H ELECTION OF DIRECTOR: GEORGE PAZ Management For For
1I ELECTION OF DIRECTOR: BRADLEY T. SHEARES Management For For
1J ELECTION OF DIRECTOR: MICHAEL W. WRIGHT Management For For
02 APPROVAL OF INDEPENDENT ACCOUNTANTS Management For For
03 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF Management For For
INCORPORATION - RIGHT TO CALL A SPECIAL MEETING OF
SHAREOWNERS
04 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management For For
05 SHAREHOLDER ACTION BY WRITTEN CONSENT Shareholder Against For
06 INDEPENDENT CHAIRMAN Shareholder Against For
07 HUMAN RIGHTS -- DEVELOP AND ADOPT POLICIES Shareholder Against For
- --------------------------------------------------------------------------------
THE BOEING COMPANY
SECURITY 097023105 MEETING TYPE Annual
TICKER SYMBOL BA MEETING DATE 26-Apr-2010
ISIN US0970231058 AGENDA 933201561 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: JOHN H. BIGGS Management For For
1B ELECTION OF DIRECTOR: JOHN E. BRYSON Management For For
1C ELECTION OF DIRECTOR: DAVID L. CALHOUN Management For For
1D ELECTION OF DIRECTOR: ARTHUR D. COLLINS, JR. Management For For
1E ELECTION OF DIRECTOR: LINDA Z. COOK Management For For
1F ELECTION OF DIRECTOR: WILLIAM M. DALEY Management For For
1G ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN Management For For
1H ELECTION OF DIRECTOR: EDMUND P. GIAMBASTIANI, JR. Management For For
1I ELECTION OF DIRECTOR: JOHN F. MCDONNELL Management For For
1J ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR. Management For For
1K ELECTION OF DIRECTOR: SUSAN C. SCHWAB Management For For
1L ELECTION OF DIRECTOR: MIKE S. ZAFIROVSKI Management For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS INDEPENDENT AUDITOR.
03 ETHICAL CRITERIA FOR MILITARY CONTRACTS. Shareholder Against For
04 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. Shareholder Against For
05 CHANGE OWNERSHIP THRESHOLD TO CALL SPECIAL MEETINGS. Shareholder Against For
06 INDEPENDENT CHAIRMAN. Shareholder Against For
07 REPORT ON POLITICAL CONTRIBUTIONS. Shareholder Against For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 66
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
AMERICAN EXPRESS COMPANY
SECURITY 025816109 MEETING TYPE Annual
TICKER SYMBOL AXP MEETING DATE 26-Apr-2010
ISIN US0258161092 AGENDA 933202436 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 D.F. AKERSON For For
2 C. BARSHEFSKY For For
3 U.M. BURNS For For
4 K.I. CHENAULT For For
5 P. CHERNIN For For
6 J. LESCHLY For For
7 R.C. LEVIN For For
8 R.A. MCGINN For For
9 E.D. MILLER For For
10 S.S REINEMUND For For
11 R.D. WALTER For For
12 R.A. WILLIAMS For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
2010.
03 ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE Management For For
COMPENSATION.
04 SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE VOTING FOR Shareholder Against For
DIRECTORS.
05 SHAREHOLDER PROPOSAL RELATING TO THE CALLING OF SPECIAL Shareholder Against For
SHAREHOLDER MEETINGS.
06 SHAREHOLDER PROPOSAL RELATING TO SHARE RETENTION Shareholder Against For
REQUIREMENTS FOR EXECUTIVES.
- --------------------------------------------------------------------------------
FOMENTO ECONOMICO MEXICANO S.A.B. DE CV
SECURITY 344419106 MEETING TYPE Annual
TICKER SYMBOL FMX MEETING DATE 26-Apr-2010
ISIN US3444191064 AGENDA 933229658 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 PRESENTATION, DISCUSSION AND AS APPLICABLE APPROVAL OF A Management For
PROPOSAL TO EXCHANGE 100% OF THE SHARES OF THE BEER
OPERATIONS OWNED BY FOMENTO ECONOMICO MEXICANO, S.A.B DE
C.V. AND/OR ITS SUBSIDIARIES IN EXCHANGE FOR AN INTEREST
IN HEINEKEN HOLDING N.V. AND HEINEKEN N.V.
02 REPORT OF THE CHIEF EXECUTIVE OFFICER OF FOMENTO ECONOMICO Management For
MEXICANO, S.A.B. DE C.V.
03 REPORT WITH RESPECT TO THE COMPLIANCE OF TAX OBLIGATIONS. Management For
04 APPLICATION OF THE RESULTS FOR THE 2009 FISCAL YEAR, Management For
INCLUDING THE PAYMENT OF A CASH DIVIDEND.
05 PROPOSAL TO DETERMINE AS THE MAXIMUM AMOUNT OF RESOURCES Management For
TO BE USED FOR THE SHARE REPURCHASE PROGRAM, THE AMOUNT OF
$3,000,000,000.00 MEXICAN PESOS.
06 ELECTION OF MEMBERS AND SECRETARIES OF THE BOARD OF Management For
DIRECTORS, QUALIFICATION OF THEIR INDEPENDENCE.
07 ELECTION OF THE MEMBERS OF THE FOLLOWING COMMITTEES: (I) Management For
FINANCE AND PLANNING, (II) AUDIT, AND (III) CORPORATE
PRACTICES; APPOINTMENT OF THEIR RESPECTIVE CHAIRMAN, AND
RESOLUTION WITH RESPECT TO THEIR REMUNERATION
08 APPOINTMENT OF DELEGATES FOR THE EXECUTION AND Management For
FORMALIZATION OF THE MEETING'S RESOLUTION.
09 READING AND, IF APPLICABLE, APPROVAL OF THE MINUTES. Management For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 67
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
SWEDISH MATCH AB, STOCKHOLM
SECURITY W92277115 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 27-Apr-2010
ISIN SE0000310336 AGENDA 702336074 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER
TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO
BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER Non-Voting
INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS
MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVI-DE THE
BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE
POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR-YOUR VOTE TO BE LODGED
PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT Non-Voting
ABSTAIN AS A VALID VO-TE OPTION. THANK YOU.
1 Opening of the meeting and election of Sven Unger, Non-Voting
Attorney at Law as the Chairman of the meeting
2 Preparation and approve the voting list Non-Voting
3 Election of one or two persons, to verify the minutes Non-Voting
4 Determination of whether the meeting has been duly convened Non-Voting
5 Approve the agenda Non-Voting
6 Presentation of the annual report and the Auditors report, Non-Voting
the consolidated fi-nancial statements and the Auditors
report on the consolidated financial state-ments for 2009,
the Auditors statement regarding compliance with the
principle-s for determination of remuneration to senior
executives as well as the Board-of Directors motion
regarding the allocation of profit and explanatory
stateme-nts; in connection therewith, the President's
address and the report regarding-the work of the Board of
Directors and the work and function of the Audit Com-mittee
7 Adoption of the income statement and balance sheet and of Management For For
the consolidated income statement, consolidated balance
sheet
8 Approve, that a dividend be paid to the Shareholders in Management For For
the amount of SEK 4.75 per share; that the remaining
profits be carried forward, minus the funds that may be
utilized for a bonus issue, provided that the 2010 AGM
passes a resolution in accordance with the Board of
Directors motion concerning a reduction of the share
capital pursuant to Item 10 (a), as well as a resolution
concerning a bonus issue in accordance with the Board of
Directors motion pursuant to Item 10 (b); the proposed
record date for entitlement to receive a cash dividend is
30 APR 2010, the dividend is expected to be paid through
Euro clear Sweden AB, on 05 MAY 2010
9 Grant discharge from liability for the Board Members and Management For For
the President
10.a Approve, a reduction in the Company's share capital of SEK Management For For
31,037,085.04 by means of the withdrawal of 20,000,000
shares in the Company; the shares in the Company proposed
for withdrawal have been repurchased by the Company in
accordance with the authorization granted by the General
Meeting of the Company; that the reduced amount be
allocated to a fund for use in repurchasing the Company's
own shares
10.b Approve, provided that the Meeting passes a resolution in Management For For
accordance with the Board s motion under item 10 a) above,
an increase in the Company's share capital of SEK
31,037,085.04 through a transfer from non-restricted
shareholders equity to the share capital [bonus issue],
the share capital shall be increased without issuing new
shares
11 Authorize the Board of Directors to decide on the Management For For
acquisition, on one or more occasions prior to the next
AGM, of a maximum of as many shares as may be acquired
without the Company's holding at any time exceeding 10% of
all shares in the Company, the shares shall be acquired on
NASDA OMX Stockholm at a price within the price interval
registered at any given time, i.e. the interval between
the highest bid price and the lowest selling price, the
purpose of the repurchase is primarily to enable the
Company's capital structure to be adjusted and to cover
the allocation of options as part of the Company's option
program
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 68
The Gabelli Asset Fund
12 Approve the proposes principles for remuneration and other Management For For
terms of employment for the President and other members of
the Group Management whereby remuneration and other items
of employment for the Group management shall correspond to
market practice, in addition to the fixed salary, the
members of the Group management may be entitled to
variable salary, the variable salary may include both an
annual short term program to be paid out in the beginning
of the subsequent year depending on the outcome of the
program, and a long term program with a performance period
which shall not be shorter than three years, the variable,
salary, shall primarily be based on specific, clear,
predetermined and measurable financial or operational
criteria and may include an obligation to purchase and
hold shares in the Company
13 Approve, that the Meeting resolve that the Company issue Management For For
713,670 call options to execute the option program for
2009; that the Company, in a deviation from the
preferential rights of shareholders, be permitted to
transfer of 713,670 shares in the Company at a selling
price of SEK 197.45 per share in conjunction with a
potential exercise of the call options; the number of
shares and the selling price of the shares covered by the
transfer resolution in accordance with this item may be
recalculated as a consequence of a bonus issue of shares,
a consolidation or split of shares, a new share issue, a
reduction in the share capital, or another similar measure
14 Approve that the Board of Directors shall comprise 7 Management For For
Members elected by the AGM and no Deputies
15 Approve that the fees to the Board of Directors be paid Management For For
for the period until the close of the next AGM: the
Chairman shall receive SEK 1,575,000, the Deputy Chairman
shall receive SEK 745,000 and the other Board members
elected by the meeting shall each receive SEK 630,000; it
is furthermore proposed that the Board, as remuneration
for committee work carried out, be allotted SEK 230,000 to
the Chairman of the Compensation Committee and the Audit
Committee respectively and SEK 115,000 respectively to the
other members of these committees, although totaling no
more than SEK 920,000; it is proposed that members of the
Board employed by the Swedish Match Group not receive any
remuneration
16 Re-election of Charles A. Blixt, Andrew Cripps, Karen Management For For
Guerra, Ame Jurbrant, Conny Karlsson, Kersti Strandqvist
and Meg Tiveus as the Members of the Board of Directors
and Conny Karlsson as the Chairman of the Board and Andrew
Cripps as the Deputy Chairman of the Board
17 Approve that the Chairman of the Board shall be given a Management For For
mandate to contact the Company's four largest shareholders
and ask them each to appoint one representative to form
the Nominating Committee, together with the Chairman of
the Board, for the period until a new Nominating Committee
has been appointed in accordance with a mandate from the
next AGM; if any of these shareholders waives its right to
appoint a representative, the next largest shareholder in
terms of the number of votes shall be asked to appoint a
representative; the names of the members of the Nominating
Committee shall be published no later than six months
prior to the 2011 AGM; the four largest shareholders are
identified on the basis of the known numbers of votes in
due time before the date falling six month before the AGM;
no remuneration shall be payable to the members of the
Nominating Committee; any expenses incurred in the course
of the Nominating Committee's work shall be borne by the
Company
18 Approve that the meeting should adopt the Instructions for Management For For
Swedish Match AB's Nominating Committee, which are
identical to those adopted by the 2009 AGM
- --------------------------------------------------------------------------------
TELECOM ITALIA SPA, MILANO
SECURITY T92778108 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 27-Apr-2010
ISIN IT0003497168 AGENDA 702339082 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH Non-Voting
QUORUM, THERE WILL BE A SE-COND CALL OF EGM AND FIRST CALL
OF OGM ON 28 APR 2010 AT 12:00 AND A THIRD CAL-L OF EGM
AND THE SECOND CALL OF THE OGM ON 29 APR 2010 AT 11:00 AM.
CONSEQUENT-LY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID
FOR ALL CALLS UNLESS THE AGENDA-IS AMENDED. THANK YOU.
o.1 The documentation regarding the financial statements for Management No Action
the year ended 31 DEC 2009 will be made available within
applicable legal time limits.
o.2 Following the resignation tendered by a Director (Stefano Management No Action
Cao), it is proposed that Mauro Sentinelli be appointed
Director of the Company's Board for the remainder of the
term of office of the currently serving Board of Directors
(and thus until the approval of the accounts at 31 DEC
2010).
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 69
The Gabelli Asset Fund
o.3 The issue of the report on the accounts at 31 December Management No Action
2009 shall mark the expiry of the appointment as Auditors
of Reconta Ernst & Young S.p.A. The Shareholders' Meeting
is asked to appoint new independent auditors for the
nine-year period 2010- 2018 on the basis of the reasoned
proposal put forward by the Board of Auditors. Such
internal control body has submitted to the Board of
Directors a proposal to appoint PricewaterhouseCoopers
S.p.A. for consideration of 1,811,300 Euro (excluding VAT
and expenses) for each year of the nine-year period
2010-2018, for the auditing of the separate financial
statement of Telecom Italia S.p.A. and the consolidated
financial statement of the Telecom Italia Group; limited
auditing of the half-yearly condensed consolidated
financial statement of the Telecom Italia Group; the
auditing of Form 20-F drawn up in accordance with the
applicable US requirements; the attestation on the
internal controls in accordance with Section 404 of the
Sarbanes-Oxley Act.
o.4 The Shareholders' Meeting is asked to resolve on the Management No Action
launch of the 2010-2014 public shareholding plan for
employees. The plan calls for a subscription offering
reserved for employees of a maximum of 31,000,000 ordinary
shares at a discount of 10% off the market price, up to a
maximum limit of Euro 3,000 per employee, with an
installment option. Subscribers who retain their shares
for one year, subject to remaining in the Company's
employ, shall receive one ordinary bonus share for every
three shares subscribed for cash.
o.5 It is proposed that the Shareholders' Meeting approve the Management No Action
2010- 2015 long-term incentive plan reserved for a
selected portion of Telecom Italia's executives. The plan
calls for beneficiaries to be granted a cash bonus based
on three-year performances (2010- 2012) according to
predetermined parameters, with the option to invest 50% of
the bonus accrued in newly issued ordinary shares at
market prices, up to a maximum amount of Euro 5 million.
Subscribers who retain their shares for two years, subject
to remaining in the Company's employ, shall be granted one
ordinary bonus share for each share subscribed for cash.
e.1 Amendment of Article 5 of the Bylaws - related and Management No Action
consequent resolutions: In connection with the 2010-2014
public shareholding plan for employees and the 2010-2015
long-term incentive plan and, more generally, in order to
provide the Shareholders Meeting with an additional
operational tool, it is proposed that Article 5 of the
Bylaws be amended to allow the allocation of profits to
the employees of the Company or its subsidiaries through
bonus share grants pursuant to Article 2349 of the Italian
Civil Code. The proposed amendment shall not give rise to
the right of withdrawal.
e.2 It is proposed that the Shareholders' Meeting - by Management No Action
amending Article 5 of the Bylaws subject to a single vote
authorize the Board of Directors to increase share capital
as follows: - in the service of the 2010-2014 public
shareholding plan for employees, (i) for cash by issuing a
maximum of 31,000,000 ordinary shares, pre-emption rights
excluded, to be offered for subscription to plan
beneficiaries and, subsequently, (ii) in the maximum
amount of Euro 5,683,333.15 through the allocation of the
corresponding maximum amount of profit pursuant to Article
2349 of the Italian Civil Code, by issuing the number of
ordinary shares required to grant one bonus share per
every three shares subscribed for cash; - in the service
of the 2010-2015 long-term incentive plan, (i) for cash by
issuing ordinary shares in the maximum amount of Euro
5.000,000, pre-emption rights excluded, to be offered for
subscription to plan beneficiaries and, subsequently, (ii)
in the maximum amount of Euro 5.000,000 through the
allocation of the corresponding maximum amount of profit
pursuant to Article 2349 of the Italian Civil Code, by
issuing the number of ordinary shares required to grant
one bonus share per each share subscribed for cash. The
foregoing amendments to the Bylaws shall not entitle
shareholders who do not vote in favour thereof to withdraw.
- --------------------------------------------------------------------------------
FORTUNE BRANDS, INC.
SECURITY 349631101 MEETING TYPE Annual
TICKER SYMBOL FO MEETING DATE 27-Apr-2010
ISIN US3496311016 AGENDA 933196405 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: ANNE M. TATLOCK Management For For
1B ELECTION OF DIRECTOR: NORMAN H. WESLEY Management For For
1C ELECTION OF DIRECTOR: PETER M. WILSON Management For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
2010.
03 APPROVAL OF AMENDMENTS TO THE COMPANY'S RESTATED Management For For
CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY
VOTING REQUIREMENTS.
04 APPROVAL OF THE FORTUNE BRANDS, INC. 2010 NON- EMPLOYEE Management Against Against
DIRECTOR STOCK PLAN.
05 IF PRESENTED, A SHAREHOLDER PROPOSAL ENTITLED "SPECIAL Shareholder Against For
SHAREOWNER MEETINGS."
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 70
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
THE NEW YORK TIMES COMPANY
SECURITY 650111107 MEETING TYPE Annual
TICKER SYMBOL NYT MEETING DATE 27-Apr-2010
ISIN US6501111073 AGENDA 933197166 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 RAUL E. CESAN For For
2 ROBERT E. DENHAM For For
3 JAMES A. KOHLBERG For For
4 DAWN G. LEPORE For For
02 ADOPTION OF THE NEW YORK TIMES COMPANY 2010 INCENTIVE Management Against Against
COMPENSATION PLAN
03 RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS Management For For
- --------------------------------------------------------------------------------
AGL RESOURCES INC.
SECURITY 001204106 MEETING TYPE Annual
TICKER SYMBOL AGL MEETING DATE 27-Apr-2010
ISIN US0012041069 AGENDA 933197952 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 SANDRA N. BANE For For
2 THOMAS D. BELL, JR. For For
3 DEAN R. O'HARE For For
02 TO AMEND OUR BYLAWS TO ELIMINATE CLASSIFICATION OF THE Management For For
BOARD OF DIRECTORS, WHICH CONFORMS TO THE AMENDMENT TO OUR
ARTICLES OF INCORPORATION APPROVED BY THE SHAREHOLDERS AT
THE 2009 ANNUAL MEETING.
03 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
- --------------------------------------------------------------------------------
INTERNATIONAL FLAVORS & FRAGRANCES INC.
SECURITY 459506101 MEETING TYPE Annual
TICKER SYMBOL IFF MEETING DATE 27-Apr-2010
ISIN US4595061015 AGENDA 933198081 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: MARGARET HAYES ADAME Management For For
1B ELECTION OF DIRECTOR: MARCELLO BOTTOLI Management For For
1C ELECTION OF DIRECTOR: LINDA B. BUCK Management For For
1D ELECTION OF DIRECTOR: J. MICHAEL COOK Management For For
1E ELECTION OF DIRECTOR: ROGER W. FERGUSON, JR. Management For For
1F ELECTION OF DIRECTOR: PETER A. GEORGESCU Management For For
1G ELECTION OF DIRECTOR: ALEXANDRA A. HERZAN Management For For
1H ELECTION OF DIRECTOR: HENRY W. HOWELL, JR. Management For For
1I ELECTION OF DIRECTOR: KATHERINE M. HUDSON Management For For
1J ELECTION OF DIRECTOR: ARTHUR C. MARTINEZ Management For For
1K ELECTION OF DIRECTOR: DOUGLAS D. TOUGH Management For For
02 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
03 TO APPROVE THE 2010 STOCK AWARD AND INCENTIVE PLAN. Management Against Against
- --------------------------------------------------------------------------------
ROLLINS, INC.
SECURITY 775711104 MEETING TYPE Annual
TICKER SYMBOL ROL MEETING DATE 27-Apr-2010
ISIN US7757111049 AGENDA 933198726 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 BILL J. DISMUKE For For
2 THOMAS J. LAWLEY, M.D. For For
3 WILTON LOONEY For For
2 TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 71
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
SUNTRUST BANKS, INC.
SECURITY 867914103 MEETING TYPE Annual
TICKER SYMBOL STI MEETING DATE 27-Apr-2010
ISIN US8679141031 AGENDA 933200064 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR TO SERVE UNTIL THE ANNUAL MEETING OF Management For For
SHAREHOLDERS IN 2011: ROBERT M. BEALL, II
1B ELECTION OF DIRECTOR TO SERVE UNTIL THE ANNUAL MEETING OF Management For For
SHAREHOLDERS IN 2011: ALSTON D. CORRELL
1C ELECTION OF DIRECTOR TO SERVE UNTIL THE ANNUAL MEETING OF Management For For
SHAREHOLDERS IN 2011: JEFFREY C. CROWE
1D ELECTION OF DIRECTOR TO SERVE UNTIL THE ANNUAL MEETING OF Management For For
SHAREHOLDERS IN 2011: PATRICIA C. FRIST
1E ELECTION OF DIRECTOR TO SERVE UNTIL THE ANNUAL MEETING OF Management For For
SHAREHOLDERS IN 2011: BLAKE P. GARRETT, JR.
1F ELECTION OF DIRECTOR TO SERVE UNTIL THE ANNUAL MEETING OF Management For For
SHAREHOLDERS IN 2011: DAVID H. HUGHES
1G ELECTION OF DIRECTOR TO SERVE UNTIL THE ANNUAL MEETING OF Management For For
SHAREHOLDERS IN 2011: M. DOUGLAS IVESTER
1H ELECTION OF DIRECTOR TO SERVE UNTIL THE ANNUAL MEETING OF Management For For
SHAREHOLDERS IN 2011: J. HICKS LANIER
1I ELECTION OF DIRECTOR TO SERVE UNTIL THE ANNUAL MEETING OF Management For For
SHAREHOLDERS IN 2011: WILLIAM A. LINNENBRINGER
1J ELECTION OF DIRECTOR TO SERVE UNTIL THE ANNUAL MEETING OF Management For For
SHAREHOLDERS IN 2011: G. GILMER MINOR, III
1K ELECTION OF DIRECTOR TO SERVE UNTIL THE ANNUAL MEETING OF Management For For
SHAREHOLDERS IN 2011: LARRY L. PRINCE
1L ELECTION OF DIRECTOR TO SERVE UNTIL THE ANNUAL MEETING OF Management For For
SHAREHOLDERS IN 2011: FRANK S. ROYAL, M.D.
1M ELECTION OF DIRECTOR TO SERVE UNTIL THE ANNUAL MEETING OF Management For For
SHAREHOLDERS IN 2011: THOMAS R. WATJEN
1N ELECTION OF DIRECTOR TO SERVE UNTIL THE ANNUAL MEETING OF Management For For
SHAREHOLDERS IN 2011: JAMES M. WELLS III
1O ELECTION OF DIRECTOR TO SERVE UNTIL THE ANNUAL MEETING OF Management For For
SHAREHOLDERS IN 2011: KAREN HASTIE WILLIAMS
1P ELECTION OF DIRECTOR TO SERVE UNTIL THE ANNUAL MEETING OF Management For For
SHAREHOLDERS IN 2011: DR. PHAIL WYNN, JR.
02 PROPOSAL TO APPROVE THE PERFORMANCE GOALS UNDER THE Management For For
SUNTRUST BANKS, INC. MANAGEMENT INCENTIVE PLAN.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT AUDITORS FOR 2010.
04 TO APPROVE THE FOLLOWING ADVISORY (NON-BINDING) PROPOSAL: Management For For
"RESOLVED, THAT THE HOLDERS OF COMMON STOCK OF SUNTRUST
BANKS, INC. APPROVE THE COMPENSATION OF THE COMPANY'S
EXECUTIVES AS DESCRIBED IN THE SUMMARY COMPENSATION TABLE
AS WELL AS IN THE COMPENSATION DISCUSSION AND ANALYSIS AND
THE OTHER EXECUTIVE COMPENSATION TABLES AND RELATED
DISCUSSION"
05 SHAREHOLDER PROPOSAL REGARDING PREPARATION AND DISCLOSURE Shareholder Against For
OF SUSTAINABILITY REPORT.
- --------------------------------------------------------------------------------
COOPER INDUSTRIES PLC.
SECURITY G24140108 MEETING TYPE Annual
TICKER SYMBOL CBE MEETING DATE 27-Apr-2010
ISIN IE00B40K9117 AGENDA 933200494 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: STEPHEN G. BUTLER Management For For
1B ELECTION OF DIRECTOR: DAN F. SMITH Management For For
1C ELECTION OF DIRECTOR: GERALD B. SMITH Management For For
1D ELECTION OF DIRECTOR: MARK S. THOMPSON Management For For
02 TO CONSIDER THE COMPANY'S IRISH STATUTORY ACCOUNTS AND THE Management For For
RELATED REPORTS OF THE DIRECTORS AND AUDITORS.
03 APPOINT ERNST & YOUNG AS OUR INDEPENDENT AUDITORS FOR THE Management For For
YEAR ENDING 12/31/2010 AND AUTHORIZE THE AUDIT COMMITTEE
TO SET THEIR REMUNERATION.
04 AUTHORIZE ANY SUBSIDIARY OF THE COMPANY TO MAKE MARKET Management For For
PURCHASES OF COMPANY SHARES.
05 AUTHORIZE THE REISSUE PRICE RANGE OF TREASURY SHARES. Management For For
- --------------------------------------------------------------------------------
SPECTRA ENERGY CORP
SECURITY 847560109 MEETING TYPE Annual
TICKER SYMBOL SE MEETING DATE 27-Apr-2010
ISIN US8475601097 AGENDA 933202234 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 WILLIAM T. ESREY For For
2 GREGORY L. EBEL For For
3 PAMELA L. CARTER For For
4 PETER B. HAMILTON For For
5 DENNIS R. HENDRIX For For
6 MICHAEL E.J. PHELPS For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS SPECTRA ENERGY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2010.THE BOARD OF DIRECTORS
RECOMMENDS YOU VOTE "AGAINST" THE FOLLOWING PROPOSAL 3.
03 SHAREHOLDER PROPOSAL FOR A DIRECTOR ELECTION MAJORITY VOTE Shareholder Against For
STANDARD.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 72
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
WELLS FARGO & COMPANY
SECURITY 949746101 MEETING TYPE Annual
TICKER SYMBOL WFC MEETING DATE 27-Apr-2010
ISIN US9497461015 AGENDA 933204593 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: JOHN D. BAKER II Management For For
1B ELECTION OF DIRECTOR: JOHN S. CHEN Management For For
1C ELECTION OF DIRECTOR: LLOYD H. DEAN Management For For
1D ELECTION OF DIRECTOR: SUSAN E. ENGEL Management For For
1E ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR. Management For For
1F ELECTION OF DIRECTOR: DONALD M. JAMES Management For For
1G ELECTION OF DIRECTOR: RICHARD D. MCCORMICK Management For For
1H ELECTION OF DIRECTOR: MACKEY J. MCDONALD Management For For
1I ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN Management For For
1J ELECTION OF DIRECTOR: NICHOLAS G. MOORE Management For For
1K ELECTION OF DIRECTOR: PHILIP J. QUIGLEY Management For For
1L ELECTION OF DIRECTOR: JUDITH M. RUNSTAD Management For For
1M ELECTION OF DIRECTOR: STEPHEN W. SANGER Management For For
1N ELECTION OF DIRECTOR: ROBERT K. STEEL Management For For
1O ELECTION OF DIRECTOR: JOHN G. STUMPF Management For For
1P ELECTION OF DIRECTOR: SUSAN G. SWENSON Management For For
02 PROPOSAL TO APPROVE A NON-BINDING ADVISORY RESOLUTION Management For For
REGARDING THE COMPENSATION OF THE COMPANY'S NAMED
EXECUTIVES.
03 PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S Management For For
CERTIFICATE OF INCORPORATION TO INCREASE THE COMPANY'S
AUTHORIZED SHARES OF COMMON STOCK FROM 6 BILLION TO 9
BILLION.
04 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT AUDITORS FOR 2010.
05 STOCKHOLDER PROPOSAL REGARDING AN ADVISORY VOTE ON Shareholder Against For
EXECUTIVE AND DIRECTOR COMPENSATION.
06 STOCKHOLDER PROPOSAL REGARDING A POLICY TO REQUIRE AN Shareholder Against For
INDEPENDENT CHAIRMAN.
07 STOCKHOLDER PROPOSAL REGARDING A REPORT ON CHARITABLE Shareholder Against For
CONTRIBUTIONS.
08 STOCKHOLDER PROPOSAL REGARDING A REPORT ON POLITICAL Shareholder Against For
CONTRIBUTIONS.
- --------------------------------------------------------------------------------
THE PNC FINANCIAL SERVICES GROUP, INC.
SECURITY 693475105 MEETING TYPE Annual
TICKER SYMBOL PNC MEETING DATE 27-Apr-2010
ISIN US6934751057 AGENDA 933204884 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: RICHARD O. BERNDT Management For For
1B ELECTION OF DIRECTOR: CHARLES E. BUNCH Management For For
1C ELECTION OF DIRECTOR: PAUL W. CHELLGREN Management For For
1D ELECTION OF DIRECTOR: ROBERT N. CLAY Management For For
1E ELECTION OF DIRECTOR: KAY COLES JAMES Management For For
1F ELECTION OF DIRECTOR: RICHARD B. KELSON Management For For
1G ELECTION OF DIRECTOR: BRUCE C. LINDSAY Management For For
1H ELECTION OF DIRECTOR: ANTHONY A. MASSARO Management For For
1I ELECTION OF DIRECTOR: JANE G. PEPPER Management For For
1J ELECTION OF DIRECTOR: JAMES E. ROHR Management For For
1K ELECTION OF DIRECTOR: DONALD J. SHEPARD Management For For
1L ELECTION OF DIRECTOR: LORENE K. STEFFES Management For For
1M ELECTION OF DIRECTOR: DENNIS F. STRIGL Management For For
1N ELECTION OF DIRECTOR: STEPHEN G. THIEKE Management For For
1O ELECTION OF DIRECTOR: THOMAS J. USHER Management For For
1P ELECTION OF DIRECTOR: GEORGE H. WALLS, JR. Management For For
1Q ELECTION OF DIRECTOR: HELGE H. WEHMEIER Management For For
2 RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS PNC'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2010.
3 APPROVAL OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management For For
4 A SHAREHOLDER PROPOSAL REGARDING APPROVAL OF SEVERANCE Shareholder Against For
AGREEMENTS, IF PROPERLY PRESENTED BEFORE THE MEETING.
5 A SHAREHOLDER PROPOSAL REGARDING A REPORT OF EXECUTIVE Shareholder Against For
COMPENSATION THAT IS NOT TAX DEDUCTIBLE, IF PROPERLY
PRESENTED BEFORE THE MEETING.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 73
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
STRYKER CORPORATION
SECURITY 863667101 MEETING TYPE Annual
TICKER SYMBOL SYK MEETING DATE 27-Apr-2010
ISIN US8636671013 AGENDA 933206131 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 HOWARD E. COX, JR. For For
2 SRIKANT M. DATAR For For
3 DONALD M. ENGELMAN For For
4 LOUISE L. FRANCESCONI For For
5 HOWARD L. LANCE For For
6 STEPHEN P. MACMILLAN For For
7 WILLIAM U. PARFET For For
8 RONDA E. STRYKER For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
- --------------------------------------------------------------------------------
CH ENERGY GROUP, INC.
SECURITY 12541M102 MEETING TYPE Annual
TICKER SYMBOL CHG MEETING DATE 27-Apr-2010
ISIN US12541M1027 AGENDA 933211548 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 STEVEN V. LANT For For
2 EDWARD T. TOKAR For For
3 JEFFREY D. TRANEN For For
02 RATIFICATION OF APPOINTMENT OF THE CORPORATION'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
- --------------------------------------------------------------------------------
VALMONT INDUSTRIES, INC.
SECURITY 920253101 MEETING TYPE Annual
TICKER SYMBOL VMI MEETING DATE 27-Apr-2010
ISIN US9202531011 AGENDA 933211764 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 STEPHEN R. LEWIS, JR. For For
2 KAJ DEN DAAS For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS INDEPENDENT AUDITORS FOR FISCAL 2010.
- --------------------------------------------------------------------------------
ROLLS-ROYCE GROUP PLC, LONDON
SECURITY G7630U109 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 28-Apr-2010
ISIN GB0032836487 AGENDA 702315525 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 Approve the Directors's report and financial statements Management For For
for the YE 31 DEC 2009
2 Approve the Director's remuneration report for the YE DEC Management For For
31 2009
3 Re-elect Peter Byrom as a Director of the Company Management For For
4 Re-elect Professor Peter Gregson as a Director of the Management For For
Company
5 Re-elect Helen Alexander as a Director of the Company Management For For
6 Re-elect Dr. John McAdam as a Director of the Company Management For For
7 Re-elect Andrew Shilston as a Director of the Company Management For For
8 Re-appoint the Auditors and to authorize the Directors to Management For For
agree their remuneration
9 Authorize the allotment and issue of Company Shares Management For For
10 Authorize political donations and political expenditure Management For For
S.11 Approve to accept new Articles of Association Management For For
S.12 Authorize the Directors to call general meetings on not Management For For
less than 14 clear day's notice
S.13 Authorize the Directors to allot shares Management For For
S.14 Approve to display pre-emption rights Management For For
S.15 Authorize the Company to purchase its own Ordinary Shares Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 74
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
NCR CORPORATION
SECURITY 62886E108 MEETING TYPE Annual
TICKER SYMBOL NCR MEETING DATE 28-Apr-2010
ISIN US62886E1082 AGENDA 933195605 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 QUINCY ALLEN For For
2 EDWARD BOYKIN For For
3 LINDA FAYNE LEVINSON For For
02 RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM FOR 2010.
- --------------------------------------------------------------------------------
BORGWARNER INC.
SECURITY 099724106 MEETING TYPE Annual
TICKER SYMBOL BWA MEETING DATE 28-Apr-2010
ISIN US0997241064 AGENDA 933199677 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 JERE A. DRUMMOND For For
2 TIMOTHY M. MANGANELLO For For
3 JOHN R. MCKERNAN, JR. For For
4 ERNEST J. NOVAK, JR. For For
2 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
COMPANY FOR 2010.
- --------------------------------------------------------------------------------
BANK OF AMERICA CORPORATION
SECURITY 060505104 MEETING TYPE Annual
TICKER SYMBOL BAC MEETING DATE 28-Apr-2010
ISIN US0605051046 AGENDA 933203111 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: SUSAN S. BIES Management For For
1B ELECTION OF DIRECTOR: WILLIAM P. BOARDMAN Management For For
1C ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR. Management For For
1D ELECTION OF DIRECTOR: VIRGIS W. COLBERT Management For For
1E ELECTION OF DIRECTOR: CHARLES K. GIFFORD Management For For
1F ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR. Management For For
1G ELECTION OF DIRECTOR: D. PAUL JONES, JR. Management For For
1H ELECTION OF DIRECTOR: MONICA C. LOZANO Management For For
1I ELECTION OF DIRECTOR: THOMAS J. MAY Management For For
1J ELECTION OF DIRECTOR: BRIAN T. MOYNIHAN Management For For
1K ELECTION OF DIRECTOR: DONALD E. POWELL Management For For
1L ELECTION OF DIRECTOR: CHARLES O. ROSSOTTI Management For For
1M ELECTION OF DIRECTOR: ROBERT W. SCULLY Management For For
02 A PROPOSAL TO RATIFY THE REGISTERED INDEPENDENT PUBLIC Management For For
ACCOUNTING FIRM FOR 2010
03 A PROPOSAL TO ADOPT AN AMENDMENT TO THE BANK OF AMERICA Management For For
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 11.3 BILLION TO 12.8 BILLION
04 AN ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE Management For For
COMPENSATION
05 A PROPOSAL TO APPROVE AN AMENDMENT TO THE 2003 KEY Management Against Against
ASSOCIATE STOCK PLAN
06 STOCKHOLDER PROPOSAL - DISCLOSURE OF GOVERNMENT EMPLOYMENT Shareholder Against For
07 STOCKHOLDER PROPOSAL - NON-DEDUCTIBLE PAY Shareholder Against For
08 STOCKHOLDER PROPOSAL - SPECIAL STOCKHOLDER MEETINGS Shareholder Against For
09 STOCKHOLDER PROPOSAL - ADVISORY VOTE ON EXECUTIVE Shareholder Against For
COMPENSATION
10 STOCKHOLDER PROPOSAL - SUCCESSION PLANNING Shareholder Against For
11 STOCKHOLDER PROPOSAL - DERIVATIVES TRADING Shareholder Against For
12 STOCKHOLDER PROPOSAL - RECOUP INCENTIVE COMPENSATION Shareholder Against For
- --------------------------------------------------------------------------------
DPL INC.
SECURITY 233293109 MEETING TYPE Annual
TICKER SYMBOL DPL MEETING DATE 28-Apr-2010
ISIN US2332931094 AGENDA 933203197 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 ROBERT D. BIGGS For For
2 PAMELA B. MORRIS For For
3 NED J. SIFFERLEN, PHD. For For
2 RATIFICATION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANT. Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 75
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
AMERIPRISE FINANCIAL, INC.
SECURITY 03076C106 MEETING TYPE Annual
TICKER SYMBOL AMP MEETING DATE 28-Apr-2010
ISIN US03076C1062 AGENDA 933204529 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: JAMES M. CRACCHIOLO Management For For
1B ELECTION OF DIRECTOR: H. JAY SARLES Management For For
02 TO ADOPT AND APPROVE AN AMENDMENT TO THE COMPANY'S Management For For
CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF
DIRECTORS.
03 TO APPROVE A NON-BINDING ADVISORY RESOLUTION ON THE Management For For
COMPANY'S EXECUTIVE COMPENSATION PHILOSOPHY, OBJECTIVES
AND POLICIES.
04 TO APPROVE THE AMENDED AND RESTATED AMERIPRISE FINANCIAL Management For For
2005 INCENTIVE COMPENSATION PLAN.
05 TO RATIFY THE AUDIT COMMITTEE'S SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2010.
- --------------------------------------------------------------------------------
TREE COM INC
SECURITY 894675107 MEETING TYPE Annual
TICKER SYMBOL TREE MEETING DATE 28-Apr-2010
ISIN US8946751075 AGENDA 933205242 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 PETER HORAN For For
2 W. MAC LACKEY For For
3 DOUGLAS LEBDA For For
4 JOSEPH LEVIN For For
5 PATRICK MCCRORY For For
6 LANCE MELBER For For
7 STEVEN OZONIAN For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE Management For For
COMPANY'S INDEPENDENT ACCOUNTING FIRM FOR THE 2010 FISCAL
YEAR.
- --------------------------------------------------------------------------------
SCRIPPS NETWORKS INTERACTIVE, INC.
SECURITY 811065101 MEETING TYPE Annual
TICKER SYMBOL SNI MEETING DATE 28-Apr-2010
ISIN US8110651010 AGENDA 933207450 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 DAVID A. GALLOWAY For For
2 DALE POND For For
3 RONALD W. TYSOE For For
- --------------------------------------------------------------------------------
TEXTRON INC.
SECURITY 883203101 MEETING TYPE Annual
TICKER SYMBOL TXT MEETING DATE 28-Apr-2010
ISIN US8832031012 AGENDA 933208921 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 ELECTION OF DIRECTOR: KATHLEEN M. BADER Management For For
02 ELECTION OF DIRECTOR: R. KERRY CLARK Management For For
03 ELECTION OF DIRECTOR: IVOR J. EVANS Management For For
04 ELECTION OF DIRECTOR: LORD POWELL OF BAYSWATER KCMG Management For For
05 ELECTION OF DIRECTOR: JAMES L. ZIEMER Management For For
06 APPROVAL OF AMENDMENTS TO EQUITY INCENTIVE PLANS TO ALLOW Management Against Against
FOR A ONE-TIME STOCK OPTION EXCHANGE PROGRAM.
07 APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF Management For For
INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION OF
DIRECTORS.
08 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 76
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
AMETEK INC NEW
SECURITY 031100100 MEETING TYPE Annual
TICKER SYMBOL AME MEETING DATE 28-Apr-2010
ISIN US0311001004 AGENDA 933209911 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 CHARLES D. KLEIN For For
2 STEVEN W. KOHLHAGEN For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
2010.
- --------------------------------------------------------------------------------
EOG RESOURCES, INC.
SECURITY 26875P101 MEETING TYPE Annual
TICKER SYMBOL EOG MEETING DATE 28-Apr-2010
ISIN US26875P1012 AGENDA 933213340 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: GEORGE A. ALCORN Management For For
1B ELECTION OF DIRECTOR: CHARLES R. CRISP Management For For
1C ELECTION OF DIRECTOR: JAMES C. DAY Management For For
1D ELECTION OF DIRECTOR: MARK G. PAPA Management For For
1E ELECTION OF DIRECTOR: H. LEIGHTON STEWARD Management For For
1F ELECTION OF DIRECTOR: DONALD F. TEXTOR Management For For
1G ELECTION OF DIRECTOR: FRANK G. WISNER Management For For
02 TO RATIFY THE APPOINTMENT BY THE BOARD OF DIRECTORS OF Management For For
DELOITTE & TOUCHE LLP, INDEPENDENT PUBLIC ACCOUNTANTS.
03 TO APPROVE AN AMENDMENT 2008 OMNIBUS EQUITY COMPENSATION Management For For
PLAN TO INCREASE THE NUMBER OF SHARES FOR ISSUANCE UNDER
THE PLAN.
04 TO APPROVE AN AMENDMENT EMPLOYEE STOCK PURCHASE PLAN TO Management For For
INCREASE THE NUMBER OF SHARES AVAILABLE FOR PURCHASE UNDER
THE PLAN.
05 TO APPROVE AN AMENDMENT AND RESTATEMENT EXECUTIVE OFFICER Management For For
ANNUAL BONUS PLAN TO EXTEND THE TERM OF THE PLAN.
06 STOCKHOLDER PROPOSAL CONCERNING HYDRAULIC FRACTURING, IF Shareholder Against For
PROPERLY PRESENTED.
07 STOCKHOLDER PROPOSAL CONCERNING POST- EMPLOYMENT STOCK Shareholder Against For
OWNERSHIP REQUIREMENTS FOR EXECUTIVE OFFICERS, IF PROPERLY
PRESENTED.
08 STOCKHOLDER PROPOSAL CONCERNING ACCELERATED VESTING OF Shareholder Against For
EXECUTIVE OFFICER STOCK AWARDS, IF PROPERLY PRESENTED
- --------------------------------------------------------------------------------
SJW CORP.
SECURITY 784305104 MEETING TYPE Annual
TICKER SYMBOL SJW MEETING DATE 28-Apr-2010
ISIN US7843051043 AGENDA 933213883 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 K. ARMSTRONG For For
2 M.L. CALI For For
3 J.P. DINAPOLI For For
4 D.R. KING For For
5 N.Y. MINETA For For
6 G.E. MOSS For For
7 W.R. ROTH For For
8 C.J. TOENISKOETTER For For
9 R.A. VAN VALER For For
2 RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR
FISCAL YEAR 2010.
- --------------------------------------------------------------------------------
BARRICK GOLD CORPORATION
SECURITY 067901108 MEETING TYPE Annual
TICKER SYMBOL ABX MEETING DATE 28-Apr-2010
ISIN CA0679011084 AGENDA 933213908 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 H.L. BECK For For
2 C.W.D. BIRCHALL For For
3 D.J. CARTY For For
4 G. CISNEROS For For
5 M.A. COHEN For For
6 P.A. CROSSGROVE For For
7 R.M. FRANKLIN For For
8 J.B. HARVEY For For
9 B. MULRONEY For For
10 A. MUNK For For
11 P. MUNK For For
12 A.W. REGENT For For
13 N.P. ROTHSCHILD For For
14 S.J. SHAPIRO For For
02 RESOLUTION APPROVING THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS OF BARRICK AND
AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION.
03 ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION APPROACH. Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 77
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
CROWN HOLDINGS, INC.
SECURITY 228368106 MEETING TYPE Annual
TICKER SYMBOL CCK MEETING DATE 28-Apr-2010
ISIN US2283681060 AGENDA 933215192 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 JENNE K. BRITELL For For
2 JOHN W. CONWAY For For
3 ARNOLD W. DONALD For For
4 WILLIAM G. LITTLE For For
5 HANS J. LOLIGER For For
6 THOMAS A. RALPH For For
7 HUGUES DU ROURET For For
8 ALAN W. RUTHERFORD For For
9 JIM L. TURNER For For
10 WILLIAM S. URKIEL For For
02 TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS FOR THE Management For For
FISCAL YEAR ENDING DECEMBER 31, 2010, WHICH THE BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS.
- --------------------------------------------------------------------------------
DANA HOLDING CORP
SECURITY 235825205 MEETING TYPE Annual
TICKER SYMBOL DAN MEETING DATE 28-Apr-2010
ISIN US2358252052 AGENDA 933218441 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 JOHN M. DEVINE For For
2 TERRENCE J. KEATING For For
3 JAMES E. SWEETNAM For For
4 KEITH E. WANDELL For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
- --------------------------------------------------------------------------------
THE MCGRAW-HILL COMPANIES, INC.
SECURITY 580645109 MEETING TYPE Annual
TICKER SYMBOL MHP MEETING DATE 28-Apr-2010
ISIN US5806451093 AGENDA 933218895 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: PEDRO ASPE Management For For
1B ELECTION OF DIRECTOR: ROBERT P. MCGRAW Management For For
1C ELECTION OF DIRECTOR: HILDA OCHOA-BRILLEMBOURG Management For For
1D ELECTION OF DIRECTOR: EDWARD B. RUST, JR. Management For For
2A VOTE TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO Management For For
DECLASSIFY THE BOARD OF DIRECTORS
2B VOTE TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO Management For For
ELIMINATE RELATED SUPERMAJORITY VOTING PROVISIONS
3A VOTE TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO Management For For
ELIMINATE SUPERMAJORITY VOTING FOR MERGER OR CONSOLIDATION
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 78
The Gabelli Asset Fund
3B VOTE TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO Management For For
ELIMINATE SUPERMAJORITY VOTING FOR SALE, LEASE, EXCHANGE
OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE
COMPANY'S ASSETS OUTSIDE THE ORDINARY COURSE OF BUSINESS
3C VOTE TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO Management For For
ELIMINATE SUPERMAJORITY VOTING FOR PLAN FOR THE EXCHANGE
OF SHARES
3D VOTE TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO Management For For
ELIMINATE SUPERMAJORITY VOTING FOR AUTHORIZATION OF
DISSOLUTION
04 VOTE TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO Management For For
ELIMINATE THE "FAIR PRICE" PROVISION
05 VOTE TO APPROVE THE AMENDED AND RESTATED 2002 STOCK Management Against Against
INCENTIVE PLAN
06 VOTE TO RATIFY ERNST & YOUNG LLP AS OUR INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010
07 SHAREHOLDER PROPOSAL REQUESTING SPECIAL SHAREHOLDER Shareholder Against For
MEETINGS
08 SHAREHOLDER PROPOSAL REQUESTING SHAREHOLDER ACTION BY Shareholder Against For
WRITTEN CONSENT
- --------------------------------------------------------------------------------
PROVIDENCE AND WORCESTER RAILROAD CO.
SECURITY 743737108 MEETING TYPE Annual
TICKER SYMBOL PWX MEETING DATE 28-Apr-2010
ISIN US7437371088 AGENDA 933221171 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 RICHARD ANDERSON For For
2 ROBERT EDER For For
3 JOHN HEALY For For
4 PAUL TITTERTON For For
02 SHAREHOLDER PROPOSAL RELATING TO ESTABLISHING AGE 75 AS A Shareholder Against For
MANDATORY RETIREMENT AGE FOR MEMBERS OF THE BOARD OF
DIRECTORS.
- --------------------------------------------------------------------------------
VIVENDI, PARIS
SECURITY F97982106 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 29-Apr-2010
ISIN FR0000127771 AGENDA 702283350 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
- - "French Resident Shareowners must complete, sign and Non-Voting
forward the Proxy Card-directly to the sub custodian.
Please contact your Client Service-Representative to
obtain the necessary card, account details and
directions.-The following applies to Non- Resident
Shareowners: Proxy Cards: Voting-instructions will be
forwarded to the Global Custodians that have
become-Registered Intermediaries, on the Vote Deadline
Date. In capacity as- Registered Intermediary, the Global
Custodian will sign the Proxy Card and-forward to the
local custodian. If you are unsure whether your
Global-Custodian acts as Registered Intermediary, please
contact your-representative"
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE Non-Voting
OPTIONS ARE "FOR"-AND "AGAINST" A VOTE OF "ABSTAIN" WILL
BE TREATED AS AN "AGAINST" VOTE
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION Non-Voting
IS AVAILABLE BY-CLICKING ON THE MATERIAL URL
LINK:-https://balo.journal-
officiel.gouv.fr/pdf/2010/0305/201003051000547.pdf
1 Approve the annual reports and accounts for FY 2009 Management For For
2 Approve the consolidated reports and accounts for FY 2009 Management For For
3 Approve the allocation of the result for FY 2009, setting Management For For
of the dividend and its date for payment
4 Approve the special report by the Statutory Auditors Management For For
concerning regulated agreements and commitments
5 Appointment of Mme Dominique Heriard Dubreuil as a Member Management For For
of the Supervisory
6 Appointment of Mme Aliza Jabes as a Member of the Management For For
Supervisory Board
7 Appointment of Mme Jacqueline Tammenoms Baker as a Member Management For For
of the Supervisory
8 Appointment of M. Daniel Camus as a Member of the Management For For
Supervisory Board
9 Authorize the Board of Directors in order that the Company Management For For
might buy its own shares
10 Grant the powers for accomplishment of the formalities Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 79
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
BBA AVIATION PLC
SECURITY G08932165 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Apr-2010
ISIN GB00B1FP8915 AGENDA 702301312 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 Receive and adopt the 2009 report and accounts Management For For
2 Re-elect Mark Harper as a Director Management For For
3 Re-elect Michael Harper as a Director Management For For
4 Re-elect Nick Land as a Director Management For For
5 Re-elect Simon Pryce as a Director Management For For
6 Re-elect Peter Ratcliffe as a Director Management For For
7 Re-elect Hansel Tookes as a Director Management For For
8 Re-appoint Deloitte LLP as the Auditors Management For For
9 Authorize the Directors to fix the Auditors' remuneration Management For For
10 Declare a final dividend Management For For
11 Authorize the Directors to allot relevant securities Management For For
S.12 Approve the disapplication of pre-emption rights Management For For
S.13 Authorize the Company to make market purchases of ordinary Management For For
shares
14 Approve the Directors' remuneration report Management For For
S.15 Approve notice period for certain general meetings Management For For
S.16 Approve the new Articles of Association Management For For
- --------------------------------------------------------------------------------
KIMBERLY-CLARK CORPORATION
SECURITY 494368103 MEETING TYPE Annual
TICKER SYMBOL KMB MEETING DATE 29-Apr-2010
ISIN US4943681035 AGENDA 933197255 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: JOHN R. ALM Management For For
1B ELECTION OF DIRECTOR: DENNIS R. BERESFORD Management For For
1C ELECTION OF DIRECTOR: JOHN F. BERGSTROM Management For For
1D ELECTION OF DIRECTOR: ABELARDO E. BRU Management For For
1E ELECTION OF DIRECTOR: ROBERT W. DECHERD Management For For
1F ELECTION OF DIRECTOR: THOMAS J. FALK Management For For
1G ELECTION OF DIRECTOR: MAE C. JEMISON, M.D. Management For For
1H ELECTION OF DIRECTOR: JAMES M. JENNESS Management For For
1I ELECTION OF DIRECTOR: IAN C. READ Management For For
1J ELECTION OF DIRECTOR: LINDA JOHNSON RICE Management For For
1K ELECTION OF DIRECTOR: MARC J. SHAPIRO Management For For
1L ELECTION OF DIRECTOR: G. CRAIG SULLIVAN Management For For
02 RATIFICATION OF AUDITORS Management For For
03 STOCKHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER MEETINGS Shareholder Against For
- --------------------------------------------------------------------------------
ALLERGAN, INC.
SECURITY 018490102 MEETING TYPE Annual
TICKER SYMBOL AGN MEETING DATE 29-Apr-2010
ISIN US0184901025 AGENDA 933203363 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: MICHAEL R. GALLAGHER Management For For
1B ELECTION OF DIRECTOR: GAVIN S. HERBERT Management For For
1C ELECTION OF DIRECTOR: DAWN HUDSON Management For For
1D ELECTION OF DIRECTOR: STEPHEN J. RYAN, M.D. Management For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR 2010.
03 TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF Management For For
INCORPORATION TO ELIMINATE THE SUPERMAJORITY VOTE
REQUIREMENT TO REMOVE DIRECTORS FOR CAUSE.
04 APPROVE AN AMENDMENT TO OUR RESTATED TO ELIMINATE Management For For
SUPERMAJORITY VOTE REQUIREMENT TO APPROVE CERTAIN BUSINESS
COMBINATIONS.
05 TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF Management For For
INCORPORATION TO IMPLEMENT A MAJORITY VOTE REQUIREMENTTO
AMEND OUR RESTATED CERTIFICATE OF INCORPORATION.
06 TO APPROVE THE AMENDMENT AND RESTATEMENT OF OUR RESTATED Management For For
CERTIFICATE OF INCORPORATION.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 80
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
CORNING INCORPORATED
SECURITY 219350105 MEETING TYPE Annual
TICKER SYMBOL GLW MEETING DATE 29-Apr-2010
ISIN US2193501051 AGENDA 933203541 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: ROBERT F. CUMMINGS, JR. Management For For
1B ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ Management For For
1C ELECTION OF DIRECTOR: WILLIAM D. SMITHBURG Management For For
1D ELECTION OF DIRECTOR: HANSEL E. TOOKES II Management For For
1E ELECTION OF DIRECTOR: WENDELL P. WEEKS Management For For
02 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
CORNING'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.
03 APPROVAL OF THE 2010 VARIABLE COMPENSATION PLAN. Management For For
04 APPROVAL OF THE 2010 EQUITY PLAN FOR NON- EMPLOYEE Management For For
DIRECTORS.
05 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE RESTATED Management For For
CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF
DIRECTORS.
06 SHAREHOLDER PROPOSAL CONCERNING VOTING. Shareholder Against For
- --------------------------------------------------------------------------------
CEPHEID
SECURITY 15670R107 MEETING TYPE Annual
TICKER SYMBOL CPHD MEETING DATE 29-Apr-2010
ISIN US15670R1077 AGENDA 933203983 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 THOMAS L. GUTSHALL For For
2 CRISTINA H. KEPNER For For
3 DAVID H. PERSING For For
2 TO AMEND AND RESTATE CEPHEID'S 2006 EQUITY INCENTIVE PLAN. Management Against Against
3 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF CEPHEID
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
DIEBOLD, INCORPORATED
SECURITY 253651103 MEETING TYPE Annual
TICKER SYMBOL DBD MEETING DATE 29-Apr-2010
ISIN US2536511031 AGENDA 933204012 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 BRUCE L. BYRNES For For
2 MEI-WEI CHENG For For
3 PHILLIP R. COX For For
4 RICHARD L. CRANDALL For For
5 GALE S. FITZGERALD For For
6 PHILLIP B. LASSITER For For
7 JOHN N. LAUER For For
8 THOMAS W. SWIDARSKI For For
9 HENRY D.G. WALLACE For For
10 ALAN J. WEBER For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S Management For For
INDEPENDENT AUDITORS FOR THE YEAR 2010.
03 TO RE-APPROVE THE COMPANY'S ANNUAL CASH BONUS PLAN. Management For For
- --------------------------------------------------------------------------------
LIFE TECHNOLOGIES CORPORATION
SECURITY 53217V109 MEETING TYPE Annual
TICKER SYMBOL LIFE MEETING DATE 29-Apr-2010
ISIN US53217V1098 AGENDA 933204783 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 GEORGE F. ADAM, JR. For For
2 RAYMOND V. DITTAMORE For For
3 ARNOLD J. LEVINE PHD For For
4 BRADLEY G. LORIMIER For For
5 DAVID C. U'PRICHARD PHD For For
2 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL YEAR 2010
3 ADOPTION OF AN AMENDMENT TO THE RESTATED CERTIFICATE OF Management For For
INCORPORATION OF THE COMPANY (ADOPT MAJORITY VOTING FOR
UNCONTESTED ELECTIONS OF DIRECTORS)
4 ADOPTION OF AMENDMENTS TO THE RESTATED CERTIFICATE OF Management For For
INCORPORATION OF THE COMPANY (ELIMINATE SUPERMAJORITY
PROVISIONS)
5 ADOPTION OF AMENDMENTS TO THE BYLAWS OF THE COMPANY (ADOPT Management For For
MAJORITY VOTING FOR UNCONTESTED ELECTIONS OF DIRECTORS)
6 ADOPTION OF AN AMENDMENT TO THE BYLAWS OF THE COMPANY Management For For
(ELIMINATE SUPERMAJORITY PROVISIONS)
7 ADOPTION OF THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 81
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
AOL INC.
SECURITY 00184X105 MEETING TYPE Annual
TICKER SYMBOL AOL MEETING DATE 29-Apr-2010
ISIN US00184X1054 AGENDA 933204997 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: TIM ARMSTRONG Management For For
1B ELECTION OF DIRECTOR: RICHARD DALZELL Management For For
1C ELECTION OF DIRECTOR: KAREN DYKSTRA Management For For
1D ELECTION OF DIRECTOR: WILLIAM HAMBRECHT Management For For
1E ELECTION OF DIRECTOR: SUSAN LYNE Management For For
1F ELECTION OF DIRECTOR: PATRICIA MITCHELL Management For For
1G ELECTION OF DIRECTOR: MICHAEL POWELL Management For For
1H ELECTION OF DIRECTOR: FREDRIC REYNOLDS Management For For
1I ELECTION OF DIRECTOR: JAMES STENGEL Management For For
1J ELECTION OF DIRECTOR: JAMES WIATT Management For For
2 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS OUR Management For For
INDEPENDENT AUDITORS FOR 2010.
3 APPROVAL OF AMENDED AND RESTATED AOL INC. 2010 STOCK Management Against Against
INCENTIVE PLAN.
4 APPROVAL OF AMENDED AND RESTATED AOL INC. ANNUAL INCENTIVE Management For For
PLAN FOR EXECUTIVE OFFICERS.
- --------------------------------------------------------------------------------
JANUS CAPITAL GROUP INC.
SECURITY 47102X105 MEETING TYPE Annual
TICKER SYMBOL JNS MEETING DATE 29-Apr-2010
ISIN US47102X1054 AGENDA 933205444 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: RICHARD M. WEIL Management For For
1B ELECTION OF DIRECTOR: G. ANDREW COX Management For For
1C ELECTION OF DIRECTOR: DEBORAH R. GATZEK Management For For
1D ELECTION OF DIRECTOR: ROBERT T. PARRY Management For For
1E ELECTION OF DIRECTOR: JOCK PATTON Management For For
2 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE Management For For
JANUS CAPITAL GROUP INC. INDEPENDENT AUDITOR
3 APPROVE THE JANUS CAPITAL GROUP 2010 LONG TERM INCENTIVE Management Against Against
STOCK PLAN
- --------------------------------------------------------------------------------
ROWAN COMPANIES, INC.
SECURITY 779382100 MEETING TYPE Annual
TICKER SYMBOL RDC MEETING DATE 29-Apr-2010
ISIN US7793821007 AGENDA 933205949 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: WILLIAM T. FOX III Management For For
1B ELECTION OF DIRECTOR: SIR GRAHAM HEARNE Management For For
1C ELECTION OF DIRECTOR: H.E. LENTZ Management For For
1D ELECTION OF DIRECTOR: P. DEXTER PEACOCK Management For For
02 APPROVE AMENDMENTS TO THE COMPANY'S RESTATED CERTIFICATE Management For For
OF INCORPORATION TO ELIMINATE ALL SUPERMAJORITY VOTING
REQUIREMENTS.
03 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT AUDITORS.
- --------------------------------------------------------------------------------
PENTAIR, INC.
SECURITY 709631105 MEETING TYPE Annual
TICKER SYMBOL PNR MEETING DATE 29-Apr-2010
ISIN US7096311052 AGENDA 933213693 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 ELECTION OF DIRECTOR: GLYNIS A. BRYAN Management For For
02 ELECTION OF DIRECTOR: T. MICHAEL GLENN Management For For
03 ELECTION OF DIRECTOR: DAVID H.Y. HO Management For For
04 ELECTION OF DIRECTOR: WILLIAM T. MONAHAN Management For For
05 TO AMEND THE PENTAIR, INC. 2008 OMNIBUS STOCK INCENTIVE Management Against Against
PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR GRANT.
06 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 82
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
EBAY INC.
SECURITY 278642103 MEETING TYPE Annual
TICKER SYMBOL EBAY MEETING DATE 29-Apr-2010
ISIN US2786421030 AGENDA 933215180 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: DAVID M. MOFFETT Management For For
1B ELECTION OF DIRECTOR: RICHARD T. SCHLOSBERG, III Management For For
1C ELECTION OF DIRECTOR: THOMAS J. TIERNEY Management For For
02 TO APPROVE THE AMENDMENT AND RESTATEMENT OF OUR EBAY Management For For
INCENTIVE PLAN, INCLUDING TO SATISFY THE REQUIREMENTS OF
SECTION 162(M) OF THE INTERNAL REVENUE CODE.
03 TO APPROVE THE AMENDMENT AND RESTATEMENT OF OUR 2008 Management Against Against
EQUITY INCENTIVE AWARD PLAN, INCLUDING AN AMENDMENT TO
INCREASE THE AGGREGATE NUMBER OF SHARES AUTHORIZED FOR
ISSUANCE UNDER THE PLAN BY 20 MILLION SHARES.
04 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
OUR INDEPENDENT AUDITORS FOR OUR FISCAL YEAR ENDING
DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
COACHMEN INDUSTRIES, INC.
SECURITY 189873102 MEETING TYPE Contested-Annual
TICKER SYMBOL COHM MEETING DATE 29-Apr-2010
ISIN US1898731021 AGENDA 933250235 - Opposition
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECCTOR Management
1 GLENN ANGIOLILLO For *
2 AVRUM GRAY For *
3 ROBERT S. PRATHER, JR. For *
02 TO AMEND THE ARTICLES OF INCORPORATION OF THE COMPANY TO Management Abstain *
CHANGE THE NAME OF THE COMPANY TO ALL AMERICAN GROUP, INC.
* MANAGEMENT POSITION UNKNOWN
- --------------------------------------------------------------------------------
DAVIDE CAMPARI - MILANO SPA, MILANO
SECURITY T24091117 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 30-Apr-2010
ISIN IT0003849244 AGENDA 702324043 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
- - PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH Non-Voting
QUORUM, THERE WILL BE A-SECOND CALL ON 03 MAY 2010
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN-VALID
FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO
ADVISED THAT-YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM
IS MET OR THE MEETING IS-CANCELLED. THANK YOU.
E.1 Approve the free capital increase from EUR 29,040,000 to Management No Action
EUR 58,080,000 and the relevant amendments to Company
By-laws
E.2 Approve the proposal to grant a further five-year period Management No Action
of powers to the Board of Directors in order to execute a
paid-in capital increase/free capital increase and to
issue convertible bonds, inherent and consequent
resolutions
E.3 Amend the Articles 11, 15 and 27 of the By-laws in Management No Action
compliance with Law Decree N. 27 Dtd 27 JAN 2010 with
integration of relative regulations on appointment of
Board of Auditors
O.1 Approve the financial statements as at 31 DEC 2009 and Management No Action
consequent resolutions
O.2 Appointment of the Board of Directors Management No Action
O.3 Appointment of the Board of Statutory Auditors Management No Action
O.4 Appointment of the Auditing firm Management No Action
O.5 Approve the stock option plan ex Article 114-BIS TUF Management No Action
O.6 Grant authority to purchase and dispose of Company's own Management No Action
shares
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF Non-Voting
ARTICLE NUMBERS IN RESOL-UTION E.3. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS P-ROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 83
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
AT&T INC.
SECURITY 00206R102 MEETING TYPE Annual
TICKER SYMBOL T MEETING DATE 30-Apr-2010
ISIN US00206R1023 AGENDA 933200177 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: RANDALL L. STEPHENSON Management For For
1B ELECTION OF DIRECTOR: GILBERT F. AMELIO Management For For
1C ELECTION OF DIRECTOR: REUBEN V. ANDERSON Management For For
1D ELECTION OF DIRECTOR: JAMES H. BLANCHARD Management For For
1E ELECTION OF DIRECTOR: JAIME CHICO PARDO Management For For
1F ELECTION OF DIRECTOR: JAMES P. KELLY Management For For
1G ELECTION OF DIRECTOR: JON C. MADONNA Management For For
1H ELECTION OF DIRECTOR: LYNN M. MARTIN Management For For
1I ELECTION OF DIRECTOR: JOHN B. MCCOY Management For For
1J ELECTION OF DIRECTOR: JOYCE M. ROCHE Management For For
1K ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON Management For For
1L ELECTION OF DIRECTOR: PATRICIA P. UPTON Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. Management For For
03 CUMULATIVE VOTING. Shareholder Against For
04 PENSION CREDIT POLICY. Shareholder Against For
05 ADVISORY VOTE ON COMPENSATION. Shareholder Against For
06 SPECIAL STOCKHOLDER MEETINGS. Shareholder Against For
- --------------------------------------------------------------------------------
WORLD WRESTLING ENTERTAINMENT, INC.
SECURITY 98156Q108 MEETING TYPE Annual
TICKER SYMBOL WWE MEETING DATE 30-Apr-2010
ISIN US98156Q1085 AGENDA 933203236 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 VINCENT K. MCMAHON For For
2 DAVID KENIN For For
3 JOSEPH H. PERKINS For For
4 FRANK A. RIDDICK, III For For
5 MICHAEL B. SOLOMON For For
6 JEFFREY R. SPEED For For
7 LOWELL P. WEICKER, JR. For For
8 DONNA N. GOLDSMITH For For
9 KEVIN DUNN For For
10 BASIL V. DEVITO, JR. For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
- --------------------------------------------------------------------------------
FERRO CORPORATION
SECURITY 315405100 MEETING TYPE Annual
TICKER SYMBOL FOE MEETING DATE 30-Apr-2010
ISIN US3154051003 AGENDA 933223098 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 RICHARD C. BROWN For For
2 GREGORY E. HYLAND For For
3 RONALD P. VARGO For For
02 APPROVAL OF THE 2010 LONG-TERM INCENTIVE PLAN Management Against Against
03 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANT
04 APPROVAL OF AN AMENDMENT TO THE FERRO CORPORATION CODE OF Management Against Against
REGULATIONS
05 IF PROPERLY PRESENTED, A SHAREHOLDER PROPOSAL Shareholder For Against
- --------------------------------------------------------------------------------
AGNICO-EAGLE MINES LIMITED
SECURITY 008474108 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL AEM MEETING DATE 30-Apr-2010
ISIN CA0084741085 AGENDA 933238621 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 LEANNE M. BAKER For For
2 DOUGLAS R. BEAUMONT For For
3 SEAN BOYD For For
4 CLIFFORD DAVIS For For
5 DAVID GAROFALO For For
6 BERNARD KRAFT For For
7 MEL LEIDERMAN For For
8 JAMES D. NASSO For For
9 MERFYN ROBERTS For For
10 EBERHARD SCHERKUS For For
11 HOWARD R. STOCKFORD For For
12 PERTTI VOUTILAINEN For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS OF THE Management For For
CORPORATION AND AUTHORIZING THE DIRECTORS TO FIX THEIR
REMUNERATION.
03 AN ORDINARY RESOLUTION APPROVING AN AMENDMENT OF Management For For
AGNICO-EAGLE'S STOCK OPTION PLAN.
04 A SPECIAL RESOLUTION APPROVING AN AMENDMENT TO Management For For
AGNICO-EAGLE'S ARTICLES OF AMALGAMATION AND AUTHORIZING
THE BOARD OF DIRECTORS TO SET THE NUMBER OF DIRECTORS.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 84
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
MYERS INDUSTRIES, INC.
SECURITY 628464109 MEETING TYPE Contested-Annual
TICKER SYMBOL MYE MEETING DATE 30-Apr-2010
ISIN US6284641098 AGENDA 933250146 - Opposition
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 ROBERT S. PRATHER, JR. For *
2 EDWARD F. CRAWFORD For *
3 AVRUM GRAY For *
02 RATIFICATION OF APPOINTMENT OF KPMG LLP AS THE COMPANY'S Management For *
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
2010.
* MANAGEMENT POSITION UNKNOWN
- --------------------------------------------------------------------------------
GRUPO TELEVISA, S.A.B.
SECURITY 40049J206 MEETING TYPE Annual
TICKER SYMBOL TV MEETING DATE 30-Apr-2010
ISIN US40049J2069 AGENDA 933256910 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
I APPOINTMENT OR RATIFICATION, AS THE CASE MAY BE, OF THE Management For
MEMBERS OF THE BOARD OF DIRECTORS TO BE APPOINTED AT THIS
MEETING PURSUANT TO ARTICLES TWENTY SIXTH, TWENTY SEVENTH
AND OTHER APPLICABLE ARTICLES OF THE CORPORATE BY-LAWS.
II APPOINTMENT OF DELEGATES TO CARRY OUT AND FORMALIZE THE Management For
RESOLUTIONS ADOPTED AT THIS MEETING.
- --------------------------------------------------------------------------------
BERKSHIRE HATHAWAY INC.
SECURITY 084670108 MEETING TYPE Annual
TICKER SYMBOL BRKA MEETING DATE 01-May-2010
ISIN US0846701086 AGENDA 933202412 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 WARREN E. BUFFETT For For
2 CHARLES T. MUNGER For For
3 HOWARD G. BUFFETT For For
4 STEPHEN B. BURKE For For
5 SUSAN L. DECKER For For
6 WILLIAM H. GATES III For For
7 DAVID S. GOTTESMAN For For
8 CHARLOTTE GUYMAN For For
9 DONALD R. KEOUGH For For
10 THOMAS S. MURPHY For For
11 RONALD L. OLSON For For
12 WALTER SCOTT, JR. For For
- --------------------------------------------------------------------------------
BALDOR ELECTRIC COMPANY
SECURITY 057741100 MEETING TYPE Annual
TICKER SYMBOL BEZ MEETING DATE 01-May-2010
ISIN US0577411004 AGENDA 933223163 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 JEAN A. MAULDIN For For
2 R.L. QUALLS For For
3 BARRY K. ROGSTAD For For
4 RONALD E. TUCKER For For
02 RATIFY APPOINTMENT OF AUDITORS Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 85
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
ZIMMER HOLDINGS, INC.
SECURITY 98956P102 MEETING TYPE Annual
TICKER SYMBOL ZMH MEETING DATE 03-May-2010
ISIN US98956P1021 AGENDA 933201410 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: BETSY J. BERNARD Management For For
1B ELECTION OF DIRECTOR: MARC N. CASPER Management For For
1C ELECTION OF DIRECTOR: DAVID C. DVORAK Management For For
1D ELECTION OF DIRECTOR: LARRY C. GLASSCOCK Management For For
1E ELECTION OF DIRECTOR: ROBERT A. HAGEMANN Management For For
1F ELECTION OF DIRECTOR: ARTHUR J. HIGGINS Management For For
1G ELECTION OF DIRECTOR: JOHN L. MCGOLDRICK Management For For
1H ELECTION OF DIRECTOR: CECIL B. PICKETT, PH.D. Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------
MOTOROLA, INC.
SECURITY 620076109 MEETING TYPE Annual
TICKER SYMBOL MOT MEETING DATE 03-May-2010
ISIN US6200761095 AGENDA 933203717 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: GREGORY Q. BROWN Management For For
1B ELECTION OF DIRECTOR: DAVID W. DORMAN Management For For
1C ELECTION OF DIRECTOR: WILLIAM R. HAMBRECHT Management For For
1D ELECTION OF DIRECTOR: SANJAY K. JHA Management For For
1E ELECTION OF DIRECTOR: KEITH A. MEISTER Management For For
1F ELECTION OF DIRECTOR: THOMAS J. MEREDITH Management For For
1G ELECTION OF DIRECTOR: SAMUEL C. SCOTT III Management For For
1H ELECTION OF DIRECTOR: JAMES R. STENGEL Management For For
1I ELECTION OF DIRECTOR: ANTHONY J. VINCIQUERRA Management For For
1J ELECTION OF DIRECTOR: DOUGLAS A. WARNER III Management For For
1K ELECTION OF DIRECTOR: JOHN A. WHITE Management For For
02 APPROVAL OF THE COMPANY'S OVERALL EXECUTIVE COMPENSATION Management For For
POLICIES AND PROCEDURES.
03 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2010.
04 SHAREHOLDER PROPOSAL RE: HUMAN RIGHTS POLICY. Shareholder Against For
05 SHAREHOLDER PROPOSAL RE: REINCORPORATE IN A Shareholder Against For
SHAREOWNER-FRIENDLY STATE.
- --------------------------------------------------------------------------------
DISH NETWORK CORPORATION
SECURITY 25470M109 MEETING TYPE Annual
TICKER SYMBOL DISH MEETING DATE 03-May-2010
ISIN US25470M1099 AGENDA 933209276 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 JAMES DEFRANCO For For
2 CANTEY ERGEN For For
3 CHARLES W. ERGEN For For
4 STEVEN R. GOODBARN For For
5 GARY S. HOWARD For For
6 DAVID K. MOSKOWITZ For For
7 TOM A. ORTOLF For For
8 CARL E. VOGEL For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING
DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
TOOTSIE ROLL INDUSTRIES, INC.
SECURITY 890516107 MEETING TYPE Annual
TICKER SYMBOL TR MEETING DATE 03-May-2010
ISIN US8905161076 AGENDA 933214380 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 MELVIN J. GORDON For For
2 ELLEN R. GORDON For For
3 LANE JANE LEWIS-BRENT For For
4 BARRE A. SEIBERT For For
5 RICHARD P. BERGEMAN For For
02 RATIFY THE APPOINTMENT OF PRICEWATERCOOPERS LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR 2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 86
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
TRINITY INDUSTRIES, INC.
SECURITY 896522109 MEETING TYPE Annual
TICKER SYMBOL TRN MEETING DATE 03-May-2010
ISIN US8965221091 AGENDA 933226070 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 JOHN L. ADAMS For For
2 RHYS J. BEST For For
3 DAVID W. BIEGLER For For
4 LELDON E. ECHOLS For For
5 RONALD J. GAFFORD For For
6 RONALD W. HADDOCK For For
7 JESS T. HAY For For
8 ADRIAN LAJOUS For For
9 CHARLES W. MATTHEWS For For
10 DIANA S. NATALICIO For For
11 TIMOTHY R. WALLACE For For
02 TO APPROVE THE AMENDED AND RESTATED TRINITY INDUSTRIES, Management For For
INC. 2004 STOCK OPTION AND INCENTIVE PLAN.
03 TO APPROVE THE RATIFICATION OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR ENDING DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
DEUTSCHE TELEKOM AG
SECURITY 251566105 MEETING TYPE Annual
TICKER SYMBOL DT MEETING DATE 03-May-2010
ISIN US2515661054 AGENDA 933233861 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
02 RESOLUTION ON THE APPROPRIATION OF NET INCOME. Management For For
03 RESOLUTION ON THE APPROVAL OF THE ACTIONS OF THE MEMBERS Management For For
OF THE BOARD OF MANAGEMENT FOR THE 2009 FINANCIAL YEAR.
04 RESOLUTION ON THE APPROVAL OF THE ACTIONS OF DR. KLAUS Management For For
ZUMWINKEL, WHO RESIGNED FROM THE SUPERVISORY BOARD, FOR
THE 2008 FINANCIAL YEAR.
05 RESOLUTION ON THE APPROVAL OF THE ACTIONS OF THE MEMBERS Management For For
OF THE SUPERVISORY BOARD FOR THE 2009 FINANCIAL YEAR.
06 RESOLUTION ON THE APPROVAL OF THE NEW REMUNERATION SYSTEM Management For For
FOR BOARD OF MANAGEMENT MEMBERS.
07 RESOLUTION ON THE APPOINTMENT OF THE INDEPENDENT AUDITOR Management For For
AND THE GROUP AUDITOR FOR THE 2010 FINANCIAL YEAR AS WELL
AS THE INDEPENDENT AUDITOR TO REVIEW THE CONDENSED
FINANCIAL STATEMENTS AND THE INTERIM MANAGEMENT REPORT
PURSUANT TO SECTION 37W (5), SECTION 37Y NO.2 OF THE WPHG
(WERTPAPIERHANDELSGESETZ-GERMAN SECURITIES TRADING ACT) IN
THE 2010 FINANCIAL YEAR.
08 RESOLUTION ON THE AUTHORIZATION TO ACQUIRE TREASURY SHARES Management For For
AND USE THEM WITH POSSIBLE EXCLUSION OF SUBSCRIPTION
RIGHTS AND ANY RIGHT TO OFFER SHARES AS WELL AS OF THE
OPTION TO REDEEM TREASURY SHARES, REDUCING THE CAPITAL
STOCK.
09 ELECTION OF A SUPERVISORY BOARD MEMBER. Management For For
10 ELECTION OF A SUPERVISORY BOARD MEMBER. Management For For
11 RESOLUTION ON THE APPROVAL OF THE CONTROL AND PROFIT AND Management For For
LOSS TRANSFER AGREEMENT WITH ERSTE DFMG DEUTSCHE FUNKTURM
VERMOGENS-GMBH.
12 RESOLUTION ON THE APPROVAL OF THE CONTROL AND PROFIT AND Management For For
LOSS TRANSFER AGREEMENT WITH T-MOBILE GLOBAL HOLDING NR. 2
GMBH.
13 AUTHORIZATION TO ISSUE BONDS WITH WARRANTS, CONVERTIBLE Management For For
BONDS, PROFIT PARTICIPATION RIGHTS AND/OR PARTICIPATING
BONDS (OR COMBINATIONS OF THESE INSTRUMENTS) WITH THE
OPTION OF EXCLUDING SUBSCRIPTION RIGHTS, CREATION OF NEW
CONTINGENT CAPITAL WITH THE CANCELLATION OF THE CONTINGENT
CAPITAL PURSUANT TO SECTION 5 (5) OF THE ARTICLES OF
INCORPORATION AND CORRESPONDING AMENDMENT TO SECTION 5 OF
THE ARTICLES OF INCORPORATION (CONTINGENT CAPITAL 2010).
14 RESOLUTION ON THE CHANGE TO SUPERVISORY BOARD REMUNERATION Management For For
AND RELATED AMENDMENT OF SECTION 13 OF THE ARTICLES OF
INCORPORATION.
15 RESOLUTION ON THE AMENDMENT TO SECTION 2 OF THE ARTICLES Management For For
OF INCORPORATION.
16 RESOLUTION ON THE AMENDMENT TO SECTION 14 OF THE ARTICLES Management For For
OF INCORPORATION.
17 RESOLUTION ON THE AMENDMENT TO SECTION 15 OF THE ARTICLES Management For For
OF INCORPORATION.
18 RESOLUTION ON THE AMENDMENT TO SECTION 16 OF THE ARTICLES Management For For
OF INCORPORATION TO ENABLE ONLINE PARTICIPATION IN THE
SHAREHOLDERS' MEETING.
19 RESOLUTION ON THE AMENDMENT TO SECTION 16 OF THE ARTICLES Management For For
OF INCORPORATION TO ENABLE A POSTAL VOTE.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 87
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
GREAT PLAINS ENERGY INCORPORATED
SECURITY 391164100 MEETING TYPE Annual
TICKER SYMBOL GXP MEETING DATE 04-May-2010
ISIN US3911641005 AGENDA 933200076 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 D.L. BODDE For For
2 M.J. CHESSER For For
3 W.H. DOWNEY For For
4 R.C. FERGUSON, JR. For For
5 G.D. FORSEE For For
6 J.A. MITCHELL For For
7 W.C. NELSON For For
8 J.J. SHERMAN For For
9 L.H. TALBOTT For For
10 R.H. WEST For For
2 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT AUDITORS FOR 2010.
- --------------------------------------------------------------------------------
THE HERSHEY COMPANY
SECURITY 427866108 MEETING TYPE Annual
TICKER SYMBOL HSY MEETING DATE 04-May-2010
ISIN US4278661081 AGENDA 933203337 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 P.M. ARWAY For For
2 R.F. CAVANAUGH For For
3 C.A. DAVIS For For
4 J.E. NEVELS For For
5 T.J. RIDGE For For
6 D.L. SHEDLARZ For For
7 D.J. WEST For For
8 L.S. ZIMMERMAN For For
02 RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR Management For For
2010.
- --------------------------------------------------------------------------------
ROVI CORPORATION
SECURITY 779376102 MEETING TYPE Annual
TICKER SYMBOL ROVI MEETING DATE 04-May-2010
ISIN US7793761021 AGENDA 933203907 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 ALFRED J. AMOROSO For For
2 ANDREW K. LUDWICK For For
3 ALAN L. EARHART For For
4 JAMES E. MEYER For For
5 JAMES P. O'SHAUGHNESSY For For
6 RUTHANN QUINDLEN For For
02 PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS Management For For
ROVI CORPORATION INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE CURRENT YEAR.
- --------------------------------------------------------------------------------
O'REILLY AUTOMOTIVE, INC.
SECURITY 686091109 MEETING TYPE Annual
TICKER SYMBOL ORLY MEETING DATE 04-May-2010
ISIN US6860911097 AGENDA 933204543 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: LAWRENCE P. O'REILLY Management For For
1B ELECTION OF DIRECTOR: ROSALIE O'REILLY-WOOTEN Management For For
1C ELECTION OF DIRECTOR: THOMAS T. HENDRICKSON Management For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG, LLP, AS Management For For
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2010.
03 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME Management For For
BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 88
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
POPULAR, INC.
SECURITY 733174106 MEETING TYPE Annual
TICKER SYMBOL BPOP MEETING DATE 04-May-2010
ISIN PR7331741061 AGENDA 933204670 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR FOR THREE YEAR TERM: MICHAEL T. MASIN Management For For
1B ELECTION OF DIRECTOR FOR THREE YEAR TERM: MANUEL MORALES Management For For
JR.
1C ELECTION OF DIRECTOR FOR THREE YEAR TERM: JOSE R. Management For For
VIZCARRONDO
1D ELECTION OF DIRECTOR FOR TWO YEAR TERM: ALEJANDRO M. Management For For
BALLESTER
1E ELECTION OF DIRECTOR FOR TWO YEAR TERM: CARLOS A. UNANUE Management For For
02 AMEND ARTICLE FIFTH OF RESTATED CERTIFICATE OF Management Against Against
INCORPORATION, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
03 AMEND ARTICLE FIFTH OF THE RESTATED CERTIFICATE OF Management For For
INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES
OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, FROM
700,000,000 TO 1,700,000,000.
04 TO PROVIDE AN ADVISORY VOTE RELATED TO THE CORPORATION'S Management For For
EXECUTIVE COMPENSATION PROGRAM.
05 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
CORPORATION FOR 2010.
06 TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF THE MEETING, Management For For
IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES.
- --------------------------------------------------------------------------------
THE TRAVELERS COMPANIES, INC.
SECURITY 89417E109 MEETING TYPE Annual
TICKER SYMBOL TRV MEETING DATE 04-May-2010
ISIN US89417E1091 AGENDA 933205115 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: ALAN L. BELLER Management For For
1B ELECTION OF DIRECTOR: JOHN H. DASBURG Management For For
1C ELECTION OF DIRECTOR: JANET M. DOLAN Management For For
1D ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN Management For For
1E ELECTION OF DIRECTOR: JAY S. FISHMAN Management For For
1F ELECTION OF DIRECTOR: LAWRENCE G. GRAEV Management For For
1G ELECTION OF DIRECTOR: PATRICIA L. HIGGINS Management For For
1H ELECTION OF DIRECTOR: THOMAS R. HODGSON Management For For
1I ELECTION OF DIRECTOR: CLEVE L. KILLINGSWORTH, JR. Management For For
1J ELECTION OF DIRECTOR: BLYTHE J. MCGARVIE Management For For
1K ELECTION OF DIRECTOR: DONALD J. SHEPARD Management For For
1L ELECTION OF DIRECTOR: LAURIE J. THOMSEN Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
TRAVELERS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2010.
- --------------------------------------------------------------------------------
ARGO GROUP INTERNATIONAL HOLDINGS, LTD.
SECURITY G0464B107 MEETING TYPE Annual
TICKER SYMBOL AGII MEETING DATE 04-May-2010
ISIN BMG0464B1072 AGENDA 933206345 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 F. SEDGWICK BROWNE For For
2 HECTOR DE LEON For For
3 JOHN H. TONELLI For For
02 TO CONSIDER AND APPROVE AN AMENDMENT AND RESTATEMENT OF Management For For
ARGO GROUP'S BYE-LAWS.
03 TO CONSIDER AND APPROVE THE RECOMMENDATION OF OUR BOARD OF Management For For
DIRECTORS THAT ERNST & YOUNG LLP BE APPOINTED AS OUR
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2010 AND TO REFER THE DETERMINATION OF THE INDEPENDENT
AUDITORS' REMUNERATION TO THE AUDIT COMMITTEE OF OUR BOARD
OF DIRECTORS.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 89
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
GARDNER DENVER, INC.
SECURITY 365558105 MEETING TYPE Annual
TICKER SYMBOL GDI MEETING DATE 04-May-2010
ISIN US3655581052 AGENDA 933207258 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 FRANK J. HANSEN For For
2 DIANE K. SCHUMACHER For For
3 CHARLES L. SZEWS For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
03 TO CONSIDER AND VOTE UPON THE APPROVAL OF THE COMPANY'S Management For For
EXECUTIVE ANNUAL BONUS PLAN.
04 TO CONSIDER AND VOTE UPON A STOCKHOLDER PROPOSAL Shareholder Against For
REQUESTING THAT THE COMPANY AMEND ITS WRITTEN EQUAL
EMPLOYMENT OPPORTUNITY POLICY TO EXPLICITLY PROHIBIT
DISCRIMINATION BASED ON SEXUAL ORIENTATION AND GENDER
IDENTITY AND SUBSTANTIALLY IMPLEMENT THE POLICY, IF
PROPERLY PRESENTED AT THE ANNUAL MEETING.
- --------------------------------------------------------------------------------
BRISTOL-MYERS SQUIBB COMPANY
SECURITY 110122108 MEETING TYPE Annual
TICKER SYMBOL BMY MEETING DATE 04-May-2010
ISIN US1101221083 AGENDA 933210609 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: L. ANDREOTTI Management For For
1B ELECTION OF DIRECTOR: L.B. CAMPBELL Management For For
1C ELECTION OF DIRECTOR: J.M. CORNELIUS Management For For
1D ELECTION OF DIRECTOR: L.J. FREEH Management For For
1E ELECTION OF DIRECTOR: L.H. GLIMCHER, M.D. Management For For
1F ELECTION OF DIRECTOR: M. GROBSTEIN Management For For
1G ELECTION OF DIRECTOR: L. JOHANSSON Management For For
1H ELECTION OF DIRECTOR: A.J. LACY Management For For
1I ELECTION OF DIRECTOR: V.L. SATO, PH.D. Management For For
1J ELECTION OF DIRECTOR: T.D. WEST, JR. Management For For
1K ELECTION OF DIRECTOR: R.S. WILLIAMS, M.D. Management For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
03 APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION - Management For For
SPECIAL STOCKHOLDER MEETINGS.
04 APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION - Management For For
SUPERMAJORITY VOTING PROVISION - COMMON STOCK.
05 APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION - Management For For
SUPERMAJORITY VOTING PROVISIONS - PREFERRED STOCK.
06 EXECUTIVE COMPENSATION DISCLOSURE. Shareholder Against For
07 SHAREHOLDER ACTION BY WRITTEN CONSENT. Shareholder Against For
08 REPORT ON ANIMAL USE. Shareholder Against For
- --------------------------------------------------------------------------------
ECHOSTAR CORPORATION
SECURITY 278768106 MEETING TYPE Annual
TICKER SYMBOL SATS MEETING DATE 04-May-2010
ISIN US2787681061 AGENDA 933210748 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 JOSEPH P. CLAYTON For For
2 R. STANTON DODGE For For
3 MICHAEL T. DUGAN For For
4 CHARLES W. ERGEN For For
5 DAVID K. MOSKOWITZ For For
6 TOM A. ORTOLF For For
7 C. MICHAEL SCHROEDER For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING
DECEMBER 31, 2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 90
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
BAXTER INTERNATIONAL INC.
SECURITY 071813109 MEETING TYPE Annual
TICKER SYMBOL BAX MEETING DATE 04-May-2010
ISIN US0718131099 AGENDA 933211726 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: BLAKE E. DEVITT Management For For
1B ELECTION OF DIRECTOR: JOHN D. FORSYTH Management For For
1C ELECTION OF DIRECTOR: GAIL D. FOSLER Management For For
1D ELECTION OF DIRECTOR: CAROLE J. SHAPAZIAN Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Management For For
FIRM.
03 SHAREHOLDER PROPOSAL RELATING TO SIMPLE MAJORITY VOTING. Shareholder Against For
- --------------------------------------------------------------------------------
THE MANITOWOC COMPANY, INC.
SECURITY 563571108 MEETING TYPE Annual
TICKER SYMBOL MTW MEETING DATE 04-May-2010
ISIN US5635711089 AGENDA 933211865 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 VIRGIS W. COLBERT For For
2 KENNETH W. KRUEGER For For
3 ROBERT C. STIFT For For
02 THE APPROVAL OF THE 2003 INCENTIVE STOCK AND AWARDS PLAN. Management For For
03 THE RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS, LLP, AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
PEABODY ENERGY CORPORATION
SECURITY 704549104 MEETING TYPE Annual
TICKER SYMBOL BTU MEETING DATE 04-May-2010
ISIN US7045491047 AGENDA 933211904 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 GREGORY H. BOYCE For For
2 WILLIAM A. COLEY For For
3 WILLIAM E. JAMES For For
4 ROBERT B. KARN III For For
5 M. FRANCES KEETH For For
6 HENRY E. LENTZ For For
7 ROBERT A. MALONE For For
8 WILLIAM C. RUSNACK For For
9 JOHN F. TURNER For For
10 ALAN H. WASHKOWITZ For For
2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
- --------------------------------------------------------------------------------
CINCINNATI BELL INC.
SECURITY 171871106 MEETING TYPE Annual
TICKER SYMBOL CBB MEETING DATE 04-May-2010
ISIN US1718711062 AGENDA 933211928 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 BRUCE L. BYRNES For For
2 PHILLIP R. COX For For
3 JAKKI L. HAUSSLER For For
4 MARK LAZARUS For For
5 CRAIG F. MAIER For For
6 ALEX SHUMATE For For
7 LYNN A. WENTWORTH For For
8 JOHN M. ZRNO For For
02 THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO AUDIT THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE
YEAR 2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 91
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
YOUNG INNOVATIONS, INC.
SECURITY 987520103 MEETING TYPE Annual
TICKER SYMBOL YDNT MEETING DATE 04-May-2010
ISIN US9875201033 AGENDA 933236184 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 GEORGE E. RICHMOND For For
2 ALFRED E. BRENNAN For For
3 BRIAN F. BREMER For For
4 P.J. FERRILLO, JR. For For
5 RICHARD J. BLISS For For
02 TO RATIFY THE APPOINTMENT OF CROWE HORWATH LLP AS OUR Management For For
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2010.
- --------------------------------------------------------------------------------
AARON'S INC.
SECURITY 002535300 MEETING TYPE Annual
TICKER SYMBOL AANA MEETING DATE 04-May-2010
ISIN US0025353006 AGENDA 933237136 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 R.C. LOUDERMILK, SR. For For
2 R.C. LOUDERMILK, JR. For For
3 GILBERT L. DANIELSON For For
4 WILLIAM K. BUTLER, JR. For For
5 RONALD W. ALLEN For For
6 LEO BENATAR For For
7 EARL DOLIVE For For
8 DAVID L. KOLB For For
9 RAY M. ROBINSON For For
10 JOHN B. SCHUERHOLZ For For
11 JOHN C. PORTMAN, JR. For For
02 FOR APPROVAL OF AN AMENDMENT TO THE COMPANY'S ARTICLES OF Management For For
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK OF THE COMPANY FROM 100,000,000 TO
200,000,000.
03 FOR APPROVAL OF THE AARON'S, INC. EXECUTIVE BONUS PLAN. Management For For
- --------------------------------------------------------------------------------
MANDARIN ORIENTAL INTERNATIONAL LTD
SECURITY G57848106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 05-May-2010
ISIN BMG578481068 AGENDA 702325944 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 Receive the financial statements and the independent Management For For
Auditor's report for the YE 31 DEC 09 and to declare a
final dividend
2 Re-election of Stuart Dickie as a Director Management For For
3 Re-election of Mark Greenberg as a Director Management For For
4 Re-election of Lord Leach Of Fairford as a Director Management For For
5 Re-election of Lord Powell Of Bayswater as a Director Management For For
6 Re-election of Percy Weatherrall as a Director Management For For
7 Re-election of Giles White as a Director Management For For
8 Re-appointment of the Auditors and to authorize the Management For For
Directors to fix their remuneration
9 Authorize the Directors of the Company to allot or issue Management For For
share and to make and grant offers, agreements and options
which would or might require shares to be allotted, issued
or disposed of during or after the end of the relevant
period up to an aggregate nominal amount of USD 16.5
million, be and is hereby generally and unconditionally
approved; the aggregate nominal amount of share capital
allotted or agreed conditionally or unconditionally to be
allotted wholly for cash by the Directors pursuant to the
approval in the resolution 'A'., otherwise pursuant to a
rights issue, or the issue of shares pursuant to the
Company's employee share purchase trust shall not exceed
USD 2.5 Million and the said approval shall be limited
accordingly
10 Authorize the Directors of the Company to purchase its own Management For For
shares, subject to and in accordance with the applicable
laws and regulations during the relevant period be and is
hereby generally and unconditionally approved; the
aggregate nominal amount of shares of the Company which
the Company may purchase pursuant to the approval in
resolution 'A'., shall be less than 15% of the aggregate
nominal amount of the existing issued share capital of the
Company at the date of this meeting, and such approval
shall be limited accordingly; the approval in resolution
'A '., where permitted by applicable laws and regulations
and subject to the limitation in resolution 'B'., extend
to permit the purchase of shares of the Company, CONTD.
- - CONTD. i) by subsidiaries of the Company ii) pursuant to Non-Voting
the terms of put-warrants or financial instruments having
similar effect whereby the Company-can be required to
purchase its own shares, provided that where put
warrants-are issued or offered, pursuant to a rights issue
the price which the Company-may pay for shares purchased
on exercise of put warrants shall not exceed 15%-more than
the average of the market quotations for the shares for a
period of-not more than 30 nor less than the five dealing
days falling one day prior to-the date of any public
announcement by the Company proposed issue of put-warrants
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF Non-Voting
CONSERVATIVE RECORD DATE-. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM-UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 92
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
KERRY GROUP PLC
SECURITY G52416107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 05-May-2010
ISIN IE0004906560 AGENDA 702350543 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 Receive the report and accounts Management For For
2 Declare the dividend Management For For
3.A.I Re-election of Mr. Denis Buckley as a Director Management For For
3.AII Re-election of Mr. Michael Dowling as a Director Management For For
3.B.I Re-election of Mr. Michael J Fleming as a Director Management For For
3.BII Re-election of Mr. John Twomey as a Director Management For For
3.C.I Re-election of Mr. Denis Carroll as a Director Management For For
3.CII Re-election of Mr. Stan Mccarthy as a Director Management For For
3CIII Re-election of Mr. Donal O Donoghue as a Director Management For For
3CIV Re-election of Mr. Gerard O Hanlon as a Director Management For For
4 Approve the remuneration of the Auditors Management For For
5 Ordinary resolution section 20 authority Management For For
S.6 Approve the disapplication off Section 23 Management For For
S.7 Authorize the Company to make purcahse of its own shares Management For For
- --------------------------------------------------------------------------------
THOMAS & BETTS CORPORATION
SECURITY 884315102 MEETING TYPE Annual
TICKER SYMBOL TNB MEETING DATE 05-May-2010
ISIN US8843151023 AGENDA 933200165 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 J.K. HAUSWALD For For
2 D. JERNIGAN For For
3 R.B. KALICH SR. For For
4 K.R. MASTERSON For For
5 D.J. PILEGGI For For
6 J.P. RICHARD For For
7 R.H. RIVERS For For
8 K.L. ROBERG For For
9 D.D. STEVENS For For
10 W.H. WALTRIP For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
- --------------------------------------------------------------------------------
TENET HEALTHCARE CORPORATION
SECURITY 88033G100 MEETING TYPE Annual
TICKER SYMBOL THC MEETING DATE 05-May-2010
ISIN US88033G1004 AGENDA 933209288 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: JOHN ELLIS "JEB" BUSH Management For For
1B ELECTION OF DIRECTOR: TREVOR FETTER Management For For
1C ELECTION OF DIRECTOR: BRENDA J. GAINES Management For For
1D ELECTION OF DIRECTOR: KAREN M. GARRISON Management For For
1E ELECTION OF DIRECTOR: EDWARD A. KANGAS Management For For
1F ELECTION OF DIRECTOR: J. ROBERT KERREY Management For For
1G ELECTION OF DIRECTOR: FLOYD D. LOOP, M.D. Management For For
1H ELECTION OF DIRECTOR: RICHARD R. PETTINGILL Management For For
1I ELECTION OF DIRECTOR: JAMES A. UNRUH Management For For
02 PROPOSAL TO APPROVE THE SECOND AMENDED AND RESTATED TENET Management Against Against
HEALTHCARE 2008 STOCK INCENTIVE PLAN.
03 PROPOSAL TO APPROVE THE TENET HEALTHCARE CORPORATION NINTH Management For For
AMENDED AND RESTATED 1995 EMPLOYEE STOCK PURCHASE PLAN.
04 PROPOSAL TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR
ENDING DECEMBER 31, 2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 93
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
DISCOVERY COMMUNICATIONS, INC.
SECURITY 25470F104 MEETING TYPE Annual
TICKER SYMBOL DISCA MEETING DATE 05-May-2010
ISIN US25470F1049 AGENDA 933211790 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 PAUL A. GOULD For For
2 JOHN S. HENDRICKS For For
3 M. LAVOY ROBISON For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS DISCOVERY COMMUNICATIONS, INC.'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
PEPSICO, INC.
SECURITY 713448108 MEETING TYPE Annual
TICKER SYMBOL PEP MEETING DATE 05-May-2010
ISIN US7134481081 AGENDA 933213388 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: S.L. BROWN Management For For
1B ELECTION OF DIRECTOR: I.M. COOK Management For For
1C ELECTION OF DIRECTOR: D. DUBLON Management For For
1D ELECTION OF DIRECTOR: V.J. DZAU Management For For
1E ELECTION OF DIRECTOR: R.L. HUNT Management For For
1F ELECTION OF DIRECTOR: A. IBARGUEN Management For For
1G ELECTION OF DIRECTOR: A.C. MARTINEZ Management For For
1H ELECTION OF DIRECTOR: I.K. NOOYI Management For For
1I ELECTION OF DIRECTOR: S.P. ROCKEFELLER Management For For
1J ELECTION OF DIRECTOR: J.J. SCHIRO Management For For
1K ELECTION OF DIRECTOR: L.G. TROTTER Management For For
1L ELECTION OF DIRECTOR: D. VASELLA Management For For
02 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. Management For For
03 APPROVAL OF AMENDMENT TO PEPSICO, INC. 2007 LONG- TERM Management Against Against
INCENTIVE PLAN.
04 SHAREHOLDER PROPOSAL - CHARITABLE CONTRIBUTIONS REPORT Shareholder Against For
(PROXY STATEMENT P. 67)
05 SHAREHOLDER PROPOSAL - RIGHT TO CALL SPECIAL SHAREHOLDERS Shareholder Against For
MEETING (PROXY STATEMENT P. 68)
06 SHAREHOLDER PROPOSAL - PUBLIC POLICY REPORT (PROXY Shareholder Against For
STATEMENT P. 70)
- --------------------------------------------------------------------------------
AUTONATION, INC.
SECURITY 05329W102 MEETING TYPE Annual
TICKER SYMBOL AN MEETING DATE 05-May-2010
ISIN US05329W1027 AGENDA 933214291 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 MIKE JACKSON For For
2 ROBERT J. BROWN For For
3 RICK L. BURDICK For For
4 WILLIAM C. CROWLEY For For
5 DAVID B. EDELSON For For
6 ROBERT R. GRUSKY For For
7 MICHAEL LARSON For For
8 MICHAEL E. MAROONE For For
9 CARLOS A. MIGOYA For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
03 ADOPTION OF STOCKHOLDER PROPOSAL REGARDING SPECIAL Shareholder Against For
MEETINGS.
04 ADOPTION OF STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT Shareholder Against For
BOARD CHAIRMAN.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 94
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
UNITRIN, INC.
SECURITY 913275103 MEETING TYPE Annual
TICKER SYMBOL UTR MEETING DATE 05-May-2010
ISIN US9132751036 AGENDA 933221234 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 JAMES E. ANNABLE For For
2 ERIC J. DRAUT For For
3 DOUGLAS G. GEOGA For For
4 REUBEN L. HEDLUND For For
5 JULIE M. HOWARD For For
6 WAYNE KAUTH For For
7 FAYEZ S. SAROFIM For For
8 DONALD G. SOUTHWELL For For
9 DAVID P. STORCH For For
10 RICHARD C. VIE For For
11 ANN E. ZIEGLER For For
02 RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2010.
- --------------------------------------------------------------------------------
KINROSS GOLD CORPORATION
SECURITY 496902404 MEETING TYPE Annual
TICKER SYMBOL KGC MEETING DATE 05-May-2010
ISIN CA4969024047 AGENDA 933228579 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 JOHN A. BROUGH For For
2 TYE W. BURT For For
3 JOHN K. CARRINGTON For For
4 JOHN M.H. HUXLEY For For
5 JOHN A. KEYES For For
6 C. MCLEOD-SELTZER For For
7 GEORGE F. MICHALS For For
8 JOHN E. OLIVER For For
9 TERENCE C.W. REID For For
02 TO APPROVE THE APPOINTMENT OF KPMG LLP, CHARTERED Management For For
ACCOUNTANTS, AS AUDITORS OF THE COMPANY FOR THE ENSUING
YEAR AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION.
- --------------------------------------------------------------------------------
LUFKIN INDUSTRIES, INC.
SECURITY 549764108 MEETING TYPE Annual
TICKER SYMBOL LUFK MEETING DATE 05-May-2010
ISIN US5497641085 AGENDA 933228822 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 R.R. STEWART* For For
2 J.F. GLICK** For For
3 J.D. HOFMEISTER** For For
4 J.H. LOLLAR** For For
5 T.E. WIENER** For For
03 RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR 2010.
- --------------------------------------------------------------------------------
BROOKFIELD ASSET MANAGEMENT INC.
SECURITY 112585104 MEETING TYPE Annual
TICKER SYMBOL BAM MEETING DATE 05-May-2010
ISIN CA1125851040 AGENDA 933228959 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 MARCEL R. COUTU For For
2 MAUREEN KEMPSTON DARKES For For
3 LANCE LIEBMAN For For
4 G. WALLACE F. MCCAIN For For
5 FRANK J. MCKENNA For For
6 JACK M. MINTZ For For
7 PATRICIA M. NEWSON For For
8 JAMES A. PATTISON For For
02 THE APPOINTMENT OF THE EXTERNAL AUDITOR AND AUTHORIZING Management For For
THE DIRECTORS TO SET ITS REMUNERATION.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 95
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
REGAL ENTERTAINMENT GROUP
SECURITY 758766109 MEETING TYPE Annual
TICKER SYMBOL RGC MEETING DATE 05-May-2010
ISIN US7587661098 AGENDA 933244179 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 THOMAS D. BELL, JR. For For
2 DAVID H. KEYTE For For
3 AMY E. MILES For For
4 LEE M. THOMAS For For
02 RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF KPMG Management For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 30, 2010.
- --------------------------------------------------------------------------------
JARDINE STRATEGIC HLDGS LTD BERMUDA
SECURITY G50764102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 06-May-2010
ISIN BMG507641022 AGENDA 702334880 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 Receive and approve the Financial Statements and the Management For For
Independent Auditor's Report for the YE 31 DEC 2009 and to
declare a final dividend
2 Re-elect Simon Keswick as a Director Management For For
3 Re-elect Percy Weatherall as a Director Management For For
4 Re-appoint the Auditors and authorize the Directors to fix Management For For
their remuneration
5 Authorize the Directors to allot or issue shares and to Management For For
make and grant offers, agreements and options which would
or might require shares to be allotted, issued or disposed
of during or after the end of the Relevant Period up to an
aggregate nominal amount of USD 18.5 million and the
aggregate nominal amount of share capital allotted or
agreed conditionally or unconditionally to be allotted
wholly for cash (whether pursuant to an option or
otherwise) by the Directors pursuant to the approval in
this resolution, otherwise than pursuant to a Rights Issue
(for the purposes of this Resolution, Rights Issue being
an offer of shares or other securities to holders of
shares or other securities CONTD..
- - ..CONTD on the Register on a fixed record date in Non-Voting
proportion to their then-holdings of such shares or other
securities or otherwise in accordance with-the rights
attaching thereto (subject to such exclusions or
other-arrangements as the Directors may deem necessary or
expedient in relation to-fractional entitlements or legal
or practical problems under the laws of, or-the
requirements of any recognized regulatory body or any
stock exchange in,-any territory)), shall not exceed USD
2.7 million, and the said approval-shall be limited
accordingly; Authority expires earlier of the conclusion
of-the next AGM, or the expiration of the period within
which such meeting is-required by law to be held
6 Authorize the Directors to purchase its own shares, Management For For
subject to and in accordance with all applicable laws and
regulations, the aggregate nominal amount of shares of the
Company which the Company may purchase pursuant to the
approval in this resolution shall be less than 15% of the
aggregate nominal amount of the existing issued share
capital of the Company at the date of this meeting, and
such approval shall be limited accordingly; and the
approval in this Resolution shall, where permitted by
applicable laws and regulations and subject to the
limitation in paragraph this Resolution, extend to permit
the purchase of shares of the Company (i) by subsidiaries
of the Company and (ii) pursuant to the terms of put
warrants or financial instruments having similar effect
(Put Warrants) whereby the Company CONTD..
- - ..CONTD can be required to purchase its own shares, Non-Voting
provided that where Put-Warrants are issued or offered
pursuant to a Rights Issue (as defined in-Resolution 5
above) the price which the Company may pay for shares
purchased-on exercise of Put Warrants shall not exceed 15%
more than the average of the- market quotations for the
shares for a period of not more than 30 nor less-than the
five dealing days falling one day prior to the date of any
public-announcement by the Company of the proposed issue
of Put Warrants; Authority-expires earlier of the
conclusion of the next AGM, or the expiration of
the-period within which such meeting is required by law to
be held
7 Approve the purchase by the Company of shares of US(cent) Management For For
25 each in Jardine Matheson Holdings Limited (Jardine
Matheson) during the Relevant Period (for the purposes of
this Resolution, Relevant Period being the period from the
passing of this Resolution until the earlier of the
conclusion of the next AGM, or the expiration of the
period within which such meeting is required by law to be
held, or the revocation or variation of this Resolution by
an ordinary resolution of the shareholders of the Company
in general meeting or the cessation of the Company's
status CONTD..
- - ..CONTD as a subsidiary of Jardine Matheson) be and is Non-Voting
hereby generally and-unconditionally approved, provided
that any purchases of Jardine Matheson-shares by the
Company pursuant to this authority shall be in accordance
with-and limited by the terms of the authority granted to
the directors of Jardine-Matheson by its shareholders from
time to time and that the authority granted-by this
Resolution shall be limited accordingly
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 96
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
RECKITT BENCKISER GROUP PLC, SLOUGH
SECURITY G74079107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 06-May-2010
ISIN GB00B24CGK77 AGENDA 702345984 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 Adopt the 2009 report and financial statements Management For For
2 Approve the Director's remuneration report Management For For
3 Declare the final dividend Management For For
4 Re-elect Adrian Bellamy as a Member of the Remuneration Management For For
Committee
5 Re-elect Peter Harf Management For For
6 Re-elect Colin Day Management For For
7 Re-elect Kenneth Hydon as a Member of the Audit Committee Management For For
8 Re-elect Judith Sprieser as a Member of the Remuneration Management For For
Committee
9 Re-elect Richard Cousins as a Member of the Remuneration Management For For
Committee
10 Elect Warren Tucker as a Member of the Audit Committee Management For For
11 Re-appoint PricewaterhouseCoopers LLP as the Auditors Management For For
12 Authorize the Directors to determine the Auditor's Management For For
remuneration
13 Approve to renew authority to allot shares Management For For
S.14 Approve to renew power to disapply pre-emption rights Management For For
S.15 Approve to renew authority to purchase own shares Management For For
S.16 Approve the calling of general meetings on 14 day's clear Management For For
notice
S.17 Amend the Company's Articles of Association Management For For
- --------------------------------------------------------------------------------
SOUTHWEST GAS CORPORATION
SECURITY 844895102 MEETING TYPE Annual
TICKER SYMBOL SWX MEETING DATE 06-May-2010
ISIN US8448951025 AGENDA 933203820 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 ROBERT L. BOUGHNER For For
2 THOMAS E. CHESTNUT For For
3 STEPHEN C. COMER For For
4 RICHARD M. GARDNER For For
5 LEROY C. HANNEMAN, JR. For For
6 JAMES J. KROPID For For
7 MICHAEL O. MAFFIE For For
8 ANNE L. MARIUCCI For For
9 MICHAEL J. MELARKEY For For
10 JEFFREY W. SHAW For For
11 THOMAS A. THOMAS For For
12 TERRENCE L. WRIGHT For For
2 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
COMPANY FOR FISCAL YEAR 2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 97
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
POTASH CORPORATION OF SASKATCHEWAN INC.
SECURITY 73755L107 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL POT MEETING DATE 06-May-2010
ISIN CA73755L1076 AGENDA 933206662 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 C. M. BURLEY For For
2 W. J. DOYLE For For
3 J. W. ESTEY For For
4 C. S. HOFFMAN For For
5 D. J. HOWE For For
6 A. D. LABERGE For For
7 K. G. MARTELL For For
8 J. J. MCCAIG For For
9 M. MOGFORD For For
10 P. J. SCHOENHALS For For
11 E. R. STROMBERG For For
12 E. VIYELLA DE PALIZA For For
02 THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITORS OF Management For For
THE CORPORATION.
03 THE RESOLUTION (ATTACHED AS APPENDIX B TO THE ACCOMPANYING Management For For
MANAGEMENT PROXY CIRCULAR) APPROVING THE ADOPTION OF A NEW
PERFORMANCE OPTION PLAN, THE FULL TEXT OF WHICH IS
ATTACHED AS APPENDIX C TO THE ACCOMPANYING MANAGEMENT
PROXY CIRCULAR.
04 THE ADVISORY RESOLUTION (ATTACHED AS APPENDIX D TO THE Management For For
ACCOMPANYING MANAGEMENT PROXY CIRCULAR) ACCEPTING THE
CORPORATION'S APPROACH TO EXECUTIVE COMPENSATION DISCLOSED
IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.
- --------------------------------------------------------------------------------
DUKE ENERGY CORPORATION
SECURITY 26441C105 MEETING TYPE Annual
TICKER SYMBOL DUK MEETING DATE 06-May-2010
ISIN US26441C1053 AGENDA 933207347 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 WILLIAM BARNET, III For For
2 G. ALEX BERNHARDT, SR. For For
3 MICHAEL G. BROWNING For For
4 DANIEL R. DIMICCO For For
5 JOHN H. FORSGREN For For
6 ANN MAYNARD GRAY For For
7 JAMES H. HANCE, JR. For For
8 E. JAMES REINSCH For For
9 JAMES T. RHODES For For
10 JAMES E. ROGERS For For
11 PHILIP R. SHARP For For
02 APPROVAL OF THE DUKE ENERGY CORPORATION 2010 LONG-TERM Management Against Against
INCENTIVE PLAN
03 RATIFICATION OF DELOITTE & TOUCHE LLP AS DUKE ENERGY Management For For
CORPORATION'S INDEPENDENT PUBLIC ACCOUNTANT FOR 2010
04 SHAREHOLDER PROPOSAL RELATING TO PREPARATION OF A REPORT Shareholder Against For
ON DUKE ENERGY GLOBAL WARMING- RELATED LOBBYING ACTIVITIES
05 SHAREHOLDER PROPOSAL RELATING TO MAJORITY VOTING FOR THE Shareholder Against For
ELECTION OF DIRECTORS
06 SHAREHOLDER PROPOSAL REGARDING THE RETENTION OF EQUITY Shareholder Against For
COMPENSATION BY SENIOR EXECUTIVES
- --------------------------------------------------------------------------------
NSTAR
SECURITY 67019E107 MEETING TYPE Annual
TICKER SYMBOL NST MEETING DATE 06-May-2010
ISIN US67019E1073 AGENDA 933207880 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: GARY L. COUNTRYMAN Management For For
1B ELECTION OF DIRECTOR: JAMES S. DISTASIO Management For For
1C ELECTION OF DIRECTOR: THOMAS J. MAY Management For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
FOR 2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 98
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
SECURITY 92343V104 MEETING TYPE Annual
TICKER SYMBOL VZ MEETING DATE 06-May-2010
ISIN US92343V1044 AGENDA 933212451 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: RICHARD L. CARRION Management For For
1B ELECTION OF DIRECTOR: M. FRANCES KEETH Management For For
1C ELECTION OF DIRECTOR: ROBERT W. LANE Management For For
1D ELECTION OF DIRECTOR: SANDRA O. MOOSE Management For For
1E ELECTION OF DIRECTOR: JOSEPH NEUBAUER Management For For
1F ELECTION OF DIRECTOR: DONALD T. NICOLAISEN Management For For
1G ELECTION OF DIRECTOR: THOMAS H. O'BRIEN Management For For
1H ELECTION OF DIRECTOR: CLARENCE OTIS, JR. Management For For
1I ELECTION OF DIRECTOR: HUGH B. PRICE Management For For
1J ELECTION OF DIRECTOR: IVAN G. SEIDENBERG Management For For
1K ELECTION OF DIRECTOR: RODNEY E. SLATER Management For For
1L ELECTION OF DIRECTOR: JOHN W. SNOW Management For For
1M ELECTION OF DIRECTOR: JOHN R. STAFFORD Management For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
03 ADVISORY VOTE RELATED TO EXECUTIVE COMPENSATION Management For For
04 PROHIBIT GRANTING STOCK OPTIONS Shareholder Against For
05 GENDER IDENTITY NON-DISCRIMINATION POLICY Shareholder Against For
06 PERFORMANCE STOCK UNIT PERFORMANCE THRESHOLDS Shareholder Against For
07 SHAREHOLDER RIGHT TO CALL A SPECIAL MEETING Shareholder Against For
08 ADOPT AND DISCLOSE SUCCESSION PLANNING POLICY Shareholder Against For
09 SHAREHOLDER APPROVAL OF BENEFITS PAID AFTER DEATH Shareholder Against For
10 EXECUTIVE STOCK RETENTION REQUIREMENTS Shareholder Against For
- --------------------------------------------------------------------------------
ECOLAB INC.
SECURITY 278865100 MEETING TYPE Annual
TICKER SYMBOL ECL MEETING DATE 06-May-2010
ISIN US2788651006 AGENDA 933213390 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: ARTHUR J. HIGGINS Management For For
1B ELECTION OF DIRECTOR: JOEL W. JOHNSON Management For For
1C ELECTION OF DIRECTOR: C. SCOTT O'HARA Management For For
2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
3 APPROVAL OF THE ECOLAB INC. 2010 STOCK INCENTIVE PLAN. Management Against Against
4 AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION TO Management For For
ELIMINATE CLASSIFICATION OF TERMS OF THE BOARD OF
DIRECTORS AS OF THE 2013 ANNUAL MEETING.
5 ADVISORY VOTE ON APPROVAL OF THE COMPENSATION OF THE Management For For
EXECUTIVES DISCLOSED IN THIS PROXY STATEMENT.
6 STOCKHOLDER PROPOSAL TO ADOPT A POLICY ON THE HUMAN RIGHT Shareholder Against For
TO WATER.
7 STOCKHOLDER PROPOSAL REQUESTING THE BOARD TO AMEND THE Shareholder Against For
BY-LAWS TO PROVIDE HOLDERS OF 10% OF OUTSTANDING SHARES
THE POWER TO CALL A SPECIAL MEETING.
- --------------------------------------------------------------------------------
CHURCH & DWIGHT CO., INC.
SECURITY 171340102 MEETING TYPE Annual
TICKER SYMBOL CHD MEETING DATE 06-May-2010
ISIN US1713401024 AGENDA 933213542 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 BRADLEY C. IRWIN For For
2 JEFFREY A. LEVICK For For
3 ARTHUR B. WINKLEBLACK For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO
AUDIT THE CHURCH & DWIGHT CO., INC. 2010 CONSOLIDATED
FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
EXACTECH, INC.
SECURITY 30064E109 MEETING TYPE Annual
TICKER SYMBOL EXAC MEETING DATE 06-May-2010
ISIN US30064E1091 AGENDA 933216055 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 WILLIAM B. LOCANDER * For For
2 JAMES G BINCH * For For
3 DAVID PETTY * For For
4 R. WYNN KEARNEY, JR. ** For For
5 PAUL METTS ** For For
6 RICHARD C. SMITH ** For For
02 RATIFICATION TO SELECT MCGLADREY & PULLEN, LLP AS THE Management For For
COMPANY'S PRINCIPAL INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 99
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
KANSAS CITY SOUTHERN
SECURITY 485170302 MEETING TYPE Annual
TICKER SYMBOL KSU MEETING DATE 06-May-2010
ISIN US4851703029 AGENDA 933216966 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 LU M. CORDOVA For For
2 TERRENCE P. DUNN For For
3 ANTONIO O. GARZA, JR. For For
4 DAVID L. STARLING For For
02 RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF KPMG Management For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2010.
- --------------------------------------------------------------------------------
GAYLORD ENTERTAINMENT COMPANY
SECURITY 367905106 MEETING TYPE Annual
TICKER SYMBOL GET MEETING DATE 06-May-2010
ISIN US3679051066 AGENDA 933226727 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 GLENN J. ANGIOLILLO For For
2 MICHAEL J. BENDER For For
3 E.K. GAYLORD II For For
4 RALPH HORN For For
5 DAVID W. JOHNSON For For
6 ELLEN LEVINE For For
7 ROBERT S. PRATHER, JR. For For
8 COLIN V. REED For For
9 MICHAEL D. ROSE For For
10 MICHAEL I. ROTH For For
11 ROBERT B. ROWLING For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR 2010
- --------------------------------------------------------------------------------
HOST HOTELS & RESORTS, INC.
SECURITY 44107P104 MEETING TYPE Annual
TICKER SYMBOL HST MEETING DATE 06-May-2010
ISIN US44107P1049 AGENDA 933231019 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: ROBERT M. BAYLIS Management For For
1B ELECTION OF DIRECTOR: WILLARD W. BRITTAIN, JR. Management For For
1C ELECTION OF DIRECTOR: TERENCE C. GOLDEN Management For For
1D ELECTION OF DIRECTOR: ANN M. KOROLOGOS Management For For
1E ELECTION OF DIRECTOR: RICHARD E. MARRIOTT Management For For
1F ELECTION OF DIRECTOR: JOHN B. MORSE, JR. Management For For
1G ELECTION OF DIRECTOR: GORDON H. SMITH Management For For
1H ELECTION OF DIRECTOR: W. EDWARD WALTER Management For For
02 RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTANTS FOR 2010.
- --------------------------------------------------------------------------------
DTE ENERGY COMPANY
SECURITY 233331107 MEETING TYPE Annual
TICKER SYMBOL DTE MEETING DATE 06-May-2010
ISIN US2333311072 AGENDA 933232352 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 ANTHONY F. EARLEY, JR. For For
2 ALLAN D. GILMOUR For For
3 FRANK M. HENNESSEY For For
4 GAIL J. MCGOVERN For For
2 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Management For For
PRICEWATERHOUSECOOPERS LLP
3 MANAGEMENT PROPOSAL REGARDING CUMULATIVE VOTING Management Against Against
04 MANAGEMENT PROPOSAL REGARDING 2006 LONG-TERM INCENTIVE PLAN Management For For
05 SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS Shareholder Against For
06 SHAREHOLDER PROPOSAL REGARDING BOARD DECLASSIFICATION Shareholder Against For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 100
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
THE BRINK'S COMPANY
SECURITY 109696104 MEETING TYPE Annual
TICKER SYMBOL BCO MEETING DATE 07-May-2010
ISIN US1096961040 AGENDA 933210421 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 PAUL G. BOYNTON For For
2 MURRAY D. MARTIN For For
3 RONALD L. TURNER For For
02 APPROVE THE AMENDMENT AND RESTATEMENT OF THE KEY Management For For
EMPLOYEES' DEFERRED COMPENSATION PROGRAM.
03 APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER Management For For
THE MANAGEMENT PERFORMANCE IMPROVEMENT PLAN.
04 APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER Management For For
THE 2005 EQUITY INCENTIVE PLAN.
05 APPROVE THE AUDIT AND ETHICS COMMITTEE'S SELECTION OF KPMG Management For For
LLP AS AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO
AUDIT THE ACCOUNTS OF THE COMPANY AND ITS SUBSIDIARIES FOR
THE YEAR 2010.
- --------------------------------------------------------------------------------
CIRCOR INTERNATIONAL, INC.
SECURITY 17273K109 MEETING TYPE Annual
TICKER SYMBOL CIR MEETING DATE 07-May-2010
ISIN US17273K1097 AGENDA 933216081 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 JEROME D. BRADY For For
2 PETER M. WILVER For For
2 TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS Management For For
UNDER THE COMPANY'S AMENDED AND RESTATED 1999 STOCK OPTION
AND INCENTIVE PLAN FOR THE PURPOSES OF COMPENSATION
DEDUCTIBILITY UNDER INTERNAL REVENUE CODE SECTION 162 (M).
3 TO RATIFY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTOR'S Management For For
SELECTION OF GRANT THORNTON LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2010.
- --------------------------------------------------------------------------------
CURTISS-WRIGHT CORPORATION
SECURITY 231561101 MEETING TYPE Annual
TICKER SYMBOL CW MEETING DATE 07-May-2010
ISIN US2315611010 AGENDA 933216865 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 MARTIN R. BENANTE For For
2 S. MARCE FULLER For For
3 ALLEN A. KOZINSKI For For
4 CARL G. MILLER For For
5 WILLIAM B. MITCHELL For For
6 JOHN R. MYERS For For
7 JOHN B. NATHMAN For For
8 WILLIAM W. SIHLER For For
9 ALBERT E. SMITH For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2010.
03 PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY'S 2005 Management For For
OMNIBUS LONG-TERM INCENTIVE PLAN.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 101
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
OCEANEERING INTERNATIONAL, INC.
SECURITY 675232102 MEETING TYPE Annual
TICKER SYMBOL OII MEETING DATE 07-May-2010
ISIN US6752321025 AGENDA 933226967 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 DAVID S. HOOKER For For
2 HARRIS J. PAPPAS For For
02 PROPOSAL TO APPROVE THE 2010 INCENTIVE PLAN OF OCEANEERING Management For For
INTERNATIONAL, INC.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
THE GOLDMAN SACHS GROUP, INC.
SECURITY 38141G104 MEETING TYPE Annual
TICKER SYMBOL GS MEETING DATE 07-May-2010
ISIN US38141G1040 AGENDA 933232338 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: LLOYD C. BLANKFEIN Management For For
1B ELECTION OF DIRECTOR: JOHN H. BRYAN Management For For
1C ELECTION OF DIRECTOR: GARY D. COHN Management For For
1D ELECTION OF DIRECTOR: CLAES DAHLBACK Management For For
1E ELECTION OF DIRECTOR: STEPHEN FRIEDMAN Management For For
1F ELECTION OF DIRECTOR: WILLIAM W. GEORGE Management For For
1G ELECTION OF DIRECTOR: JAMES A. JOHNSON Management For For
1H ELECTION OF DIRECTOR: LOIS D. JULIBER Management For For
1I ELECTION OF DIRECTOR: LAKSHMI N. MITTAL Management For For
1J ELECTION OF DIRECTOR: JAMES J. SCHIRO Management For For
1K ELECTION OF DIRECTOR: H. LEE SCOTT, JR. Management For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR OUR 2010 FISCAL YEAR
03 AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION MATTERS Management For For
04 APPROVAL OF AMENDMENTS TO OUR RESTATED CERTIFICATE OF Management For For
INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING
05 APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF Management For For
INCORPORATION TO PERMIT HOLDERS OF 25% OF OUR OUTSTANDING
SHARES OF COMMON STOCK TO CALL SPECIAL MEETINGS
06 SHAREHOLDER PROPOSAL A REPORT ON CUMULATIVE VOTING Shareholder Against For
07 SHAREHOLDER PROPOSAL REGARDING COLLATERAL IN Shareholder Against For
OVER-THE-COUNTER DERIVATIVES TRADING
08 SHAREHOLDER PROPOSAL REGARDING SEPARATE CHAIR & CEO Shareholder Against For
09 SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS Shareholder Against For
10 SHAREHOLDER PROPOSAL REGARDING A REPORT ON GLOBAL WARMING Shareholder Against For
SCIENCE
11 SHAREHOLDER PROPOSAL REGARDING A REPORT ON PAY DISPARITY Shareholder Against For
12 SHAREHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION AND Shareholder Against For
LONG-TERM PERFORMANCE
- --------------------------------------------------------------------------------
WATSON PHARMACEUTICALS, INC.
SECURITY 942683103 MEETING TYPE Annual
TICKER SYMBOL WPI MEETING DATE 07-May-2010
ISIN US9426831031 AGENDA 933233063 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: PAUL M. BISARO Management For For
1B ELECTION OF DIRECTOR: CHRISTOPHER W. BODINE Management For For
1C ELECTION OF DIRECTOR: MICHEL J. FELDMAN Management For For
1D ELECTION OF DIRECTOR: FRED G. WEISS Management For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE 2010 FISCAL YEAR.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 102
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
IVANHOE MINES LTD.
SECURITY 46579N103 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL IVN MEETING DATE 07-May-2010
ISIN CA46579N1033 AGENDA 933244840 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 ROBERT M. FRIEDLAND For For
2 PETER MEREDITH For For
3 JOHN MACKEN For For
4 DAVID HUBERMAN For For
5 HOWARD BALLOCH For For
6 MARKUS FABER For For
7 R. EDWARD FLOOD For For
8 ROBERT HANSON For For
9 ANDREW HARDING For For
10 DAVID KORBIN For For
11 LIVIA MAHLER For For
12 KJELD THYGESEN For For
02 TO APPOINT DELOITTE & TOUCHE, LLP, CHARTERED ACCOUNTANTS, Management For For
AS AUDITORS OF THE CORPORATION AT A REMUNERATION TO BE
FIXED BY THE BOARD OF DIRECTORS.
03 TO APPROVE, BY SPECIAL RESOLUTION, THE AMENDMENT OF THE Management For For
CORPORATION'S ARTICLES TO SET THE NUMBER OF DIRECTORS OF
THE CORPORATION AS NOT LESS THAN THREE (3), NOR MORE THAN
FOURTEEN (14).
04 CONTINGENT UPON THE APPROVAL OF THE SPECIAL RESOLUTION TO Management For For
AMEND THE ARTICLES OF THE CORPORATION, TO ELECT THE
FOLLOWING ADDITIONAL DIRECTOR: TRACY STEVENSON
05 CONTINGENT UPON THE APPROVAL OF THE SPECIAL RESOLUTION TO Management For For
AMEND THE ARTICLES OF THE CORPORATION, TO APPROVE, BY
ORDINARY RESOLUTION, THE FIXING OF THE NUMBER OF DIRECTORS
AT FOURTEEN (14).
06 TO APPROVE, BY ORDINARY RESOLUTION, AMENDING AND RESTATING Management For For
THE EMPLOYEES' AND DIRECTORS' EQUITY INCENTIVE PLAN TO
MAKE CERTAIN AMENDMENTS THERETO, AS MORE PARTICULARLY
DESCRIBED IN THE MANAGEMENT PROXY CIRCULAR.
07 TO APPROVE AND RATIFY, BY ORDINARY RESOLUTION, THE Management Against Against
ADOPTION OF A SHAREHOLDER RIGHTS PLAN, ALL AS MORE
PARTICULARLY DESCRIBED IN THE MANAGEMENT PROXY CIRCULAR.
- --------------------------------------------------------------------------------
HENRY SCHEIN, INC.
SECURITY 806407102 MEETING TYPE Annual
TICKER SYMBOL HSIC MEETING DATE 10-May-2010
ISIN US8064071025 AGENDA 933219304 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 STANLEY M BERGMAN For For
2 GERALD A BENJAMIN For For
3 JAMES P BRESLAWSKI For For
4 MARK E MLOTEK For For
5 STEVEN PALADINO For For
6 BARRY J ALPERIN For For
7 PAUL BRONS For For
8 DONALD J KABAT For For
9 PHILIP A LASKAWY For For
10 KARYN MASHIMA For For
11 NORMAN S MATTHEWS For For
12 BRADLEY T SHEARES, PHD For For
13 LOUIS W SULLIVAN, MD For For
2 PROPOSAL TO AMEND THE COMPANY'S 1996 NON- EMPLOYEE Management For For
DIRECTOR STOCK INCENTIVE PLAN.
3 PROPOSAL TO RATIFY THE SELECTION OF BDO SEIDMAN, LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 25, 2010.
- --------------------------------------------------------------------------------
LEUCADIA NATIONAL CORPORATION
SECURITY 527288104 MEETING TYPE Annual
TICKER SYMBOL LUK MEETING DATE 10-May-2010
ISIN US5272881047 AGENDA 933239091 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 IAN M. CUMMING For For
2 PAUL M. DOUGAN For For
3 ALAN J. HIRSCHFIELD For For
4 JAMES E. JORDAN For For
5 JEFFREY C. KEIL For For
6 J. CLYDE NICHOLS III For For
7 MICHAEL SORKIN For For
8 JOSEPH S. STEINBERG For For
02 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR 2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 103
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
WASTE MANAGEMENT, INC.
SECURITY 94106L109 MEETING TYPE Annual
TICKER SYMBOL WM MEETING DATE 11-May-2010
ISIN US94106L1098 AGENDA 933208705 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: PASTORA SAN JUAN CAFFERTY Management For For
1B ELECTION OF DIRECTOR: FRANK M. CLARK, JR. Management For For
1C ELECTION OF DIRECTOR: PATRICK W. GROSS Management For For
1D ELECTION OF DIRECTOR: JOHN C. POPE Management For For
1E ELECTION OF DIRECTOR: W. ROBERT REUM Management For For
1F ELECTION OF DIRECTOR: STEVEN G. ROTHMEIER Management For For
1G ELECTION OF DIRECTOR: DAVID P. STEINER Management For For
1H ELECTION OF DIRECTOR: THOMAS H. WEIDEMEYER Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
03 PROPOSAL TO AMEND THE COMPANY'S SECOND RESTATED Management For For
CERTIFICATE OF INCORPORATION TO ELIMINATE THE
SUPERMAJORITY STOCKHOLDER VOTING PROVISIONS.
04 PROPOSAL RELATING TO DISCLOSURE OF POLITICAL Shareholder Against For
CONTRIBUTIONS, IF PROPERLY PRESENTED AT THE MEETING.
05 PROPOSAL RELATING TO THE RIGHT OF STOCKHOLDERS TO CALL Shareholder Against For
SPECIAL STOCKHOLDER MEETINGS, IF PROPERLY PRESENTED AT THE
MEETING.
- --------------------------------------------------------------------------------
LOEWS CORPORATION
SECURITY 540424108 MEETING TYPE Annual
TICKER SYMBOL L MEETING DATE 11-May-2010
ISIN US5404241086 AGENDA 933213681 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: ANN E. BERMAN Management For For
1B ELECTION OF DIRECTOR: JOSEPH L. BOWER Management For For
1C ELECTION OF DIRECTOR: CHARLES M. DIKER Management For For
1D ELECTION OF DIRECTOR: JACOB A. FRENKEL Management For For
1E ELECTION OF DIRECTOR: PAUL J. FRIBOURG Management For For
1F ELECTION OF DIRECTOR: WALTER L. HARRIS Management For For
1G ELECTION OF DIRECTOR: PHILIP A. LASKAWY Management For For
1H ELECTION OF DIRECTOR: KEN MILLER Management For For
1I ELECTION OF DIRECTOR: GLORIA R. SCOTT Management For For
1J ELECTION OF DIRECTOR: ANDREW H. TISCH Management For For
1K ELECTION OF DIRECTOR: JAMES S. TISCH Management For For
1L ELECTION OF DIRECTOR: JONATHAN M. TISCH Management For For
2 RATIFY DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS Management For For
3 SHAREHOLDER PROPOSAL - CUMULATIVE VOTING Shareholder Against For
- --------------------------------------------------------------------------------
ITT CORPORATION
SECURITY 450911102 MEETING TYPE Annual
TICKER SYMBOL ITT MEETING DATE 11-May-2010
ISIN US4509111021 AGENDA 933215053 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 STEVEN R. LORANGER For For
2 CURTIS J. CRAWFORD For For
3 CHRISTINA A. GOLD For For
4 RALPH F. HAKE For For
5 JOHN J. HAMRE For For
6 PAUL J. KERN For For
7 FRANK T. MACINNIS For For
8 SURYA N. MOHAPATRA For For
9 LINDA S. SANFORD For For
10 MARKOS I. TAMBAKERAS For For
2 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS ITT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
2010.
3 TO VOTE ON A SHAREHOLDER PROPOSAL, REQUESTING THE COMPANY Shareholder Against For
PROVIDE A COMPREHENSIVE REPORT OF THE COMPANY'S MILITARY
SALES TO FOREIGN GOVERNMENTS, IF PROPERLY PRESENTED AT THE
MEETING.
4 TO VOTE ON A SHAREHOLDER PROPOSAL, AMENDING THE COMPANY'S Shareholder Against For
BY-LAWS TO ALLOW SHAREOWNERS TO CALL SPECIAL SHAREOWNER
MEETINGS, IF PROPERLY PRESENTED AT THE MEETING.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 104
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
ARTIO GLOBAL INVESTORS
SECURITY 04315B107 MEETING TYPE Annual
TICKER SYMBOL ART MEETING DATE 11-May-2010
ISIN US04315B1070 AGENDA 933216651 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: DUANE R. KULLBERG Management For For
02 THE RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31,
2010.
- --------------------------------------------------------------------------------
SPRINT NEXTEL CORPORATION
SECURITY 852061100 MEETING TYPE Annual
TICKER SYMBOL S MEETING DATE 11-May-2010
ISIN US8520611000 AGENDA 933216764 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: ROBERT R. BENNETT Management For For
1B ELECTION OF DIRECTOR: GORDON M. BETHUNE Management For For
1C ELECTION OF DIRECTOR: LARRY C. GLASSCOCK Management For For
1D ELECTION OF DIRECTOR: JAMES H. HANCE, JR. Management For For
1E ELECTION OF DIRECTOR: DANIEL R. HESSE Management For For
1F ELECTION OF DIRECTOR: V. JANET HILL Management For For
1G ELECTION OF DIRECTOR: FRANK IANNA Management For For
1H ELECTION OF DIRECTOR: SVEN-CHRISTER NILSSON Management For For
1I ELECTION OF DIRECTOR: WILLIAM R. NUTI Management For For
1J ELECTION OF DIRECTOR: RODNEY O'NEAL Management For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM OF SPRINT NEXTEL FOR
2010.
03 TO APPROVE AN AMENDMENT TO THE 2007 OMNIBUS INCENTIVE Management Against Against
PLAN, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
04 TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING POLITICAL Shareholder Against For
CONTRIBUTIONS.
05 TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING AN ADVISORY Shareholder Against For
VOTE ON EXECUTIVE COMPENSATION.
06 TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING SHAREHOLDERS' Shareholder Against For
ABILITY TO ACT BY WRITTEN CONSENT.
- --------------------------------------------------------------------------------
THE ST. JOE COMPANY
SECURITY 790148100 MEETING TYPE Annual
TICKER SYMBOL JOE MEETING DATE 11-May-2010
ISIN US7901481009 AGENDA 933217413 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 MICHAEL L. AINSLIE For For
2 HUGH M. DURDEN For For
3 THOMAS A. FANNING For For
4 WM. BRITTON GREENE For For
5 DELORES M. KESLER For For
6 JOHN S. LORD For For
7 WALTER L. REVELL For For
2 AMENDMENT OF OUR ARTICLES OF INCORPORATION TO DELETE THE Management For For
PROVISIONS REGARDING THE NUMBER OF OUR DIRECTORS.
3 APPROVAL OF THE ST. JOE COMPANY 2009 EMPLOYEE STOCK Management For For
PURCHASE PLAN.
4 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2010
FISCAL YEAR.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 105
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
BOSTON SCIENTIFIC CORPORATION
SECURITY 101137107 MEETING TYPE Annual
TICKER SYMBOL BSX MEETING DATE 11-May-2010
ISIN US1011371077 AGENDA 933218302 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: JOHN E. ABELE Management For For
1B ELECTION OF DIRECTOR: KATHARINE T. BARTLETT Management For For
1C ELECTION OF DIRECTOR: BRUCE L. BYRNES Management For For
1D ELECTION OF DIRECTOR: NELDA J. CONNORS Management For For
1E ELECTION OF DIRECTOR: J. RAYMOND ELLIOTT Management For For
1F ELECTION OF DIRECTOR: MARYE ANNE FOX Management For For
1G ELECTION OF DIRECTOR: RAY J. GROVES Management For For
1H ELECTION OF DIRECTOR: ERNEST MARIO Management For For
1I ELECTION OF DIRECTOR: N.J. NICHOLAS, JR. Management For For
1J ELECTION OF DIRECTOR: PETE M. NICHOLAS Management For For
1K ELECTION OF DIRECTOR: UWE E. REINHARDT Management For For
1L ELECTION OF DIRECTOR: JOHN E. SUNUNU Management For For
02 TO RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS BOSTON Management For For
SCIENTIFIC CORPORATION'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
03 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME Management For For
BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF.
- --------------------------------------------------------------------------------
NISOURCE INC.
SECURITY 65473P105 MEETING TYPE Annual
TICKER SYMBOL NI MEETING DATE 11-May-2010
ISIN US65473P1057 AGENDA 933219621 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
I1 ELECTION OF DIRECTOR: RICHARD A. ABDOO Management For For
I2 ELECTION OF DIRECTOR: STEVEN C. BEERING Management For For
I3 ELECTION OF DIRECTOR: DENNIS E. FOSTER Management For For
I4 ELECTION OF DIRECTOR: MICHAEL E. JESANIS Management For For
I5 ELECTION OF DIRECTOR: MARTY R. KITTRELL Management For For
I6 ELECTION OF DIRECTOR: W. LEE NUTTER Management For For
I7 ELECTION OF DIRECTOR: DEBORAH S. PARKER Management For For
I8 ELECTION OF DIRECTOR: IAN M. ROLLAND Management For For
I9 ELECTION OF DIRECTOR: ROBERT C. SKAGGS, JR. Management For For
I10 ELECTION OF DIRECTOR: RICHARD L. THOMPSON Management For For
I11 ELECTION OF DIRECTOR: CAROLYN Y. WOO Management For For
II TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.
III TO AMEND THE BY-LAWS TO GIVE STOCKHOLDERS THE POWER TO Management For For
CALL SPECIAL MEETINGS OF STOCKHOLDERS.
IV TO APPROVE THE NISOURCE INC. 2010 OMNIBUS INCENTIVE PLAN. Management Against Against
V TO CONSIDER A STOCKHOLDER PROPOSAL REGARDING A THREE-YEAR Shareholder Against For
POST-TERMINATION STOCK RETENTION POLICY FOR SENIOR
EXECUTIVES.
- --------------------------------------------------------------------------------
NORTHEAST UTILITIES
SECURITY 664397106 MEETING TYPE Annual
TICKER SYMBOL NU MEETING DATE 11-May-2010
ISIN US6643971061 AGENDA 933220838 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 RICHARD H. BOOTH For For
2 JOHN S. CLARKESON For For
3 COTTON M. CLEVELAND For For
4 SANFORD CLOUD, JR. For For
5 E. GAIL DE PLANQUE For For
6 JOHN G. GRAHAM For For
7 ELIZABETH T. KENNAN For For
8 KENNETH R. LEIBLER For For
9 ROBERT E. PATRICELLI For For
10 CHARLES W. SHIVERY For For
11 JOHN F. SWOPE For For
12 DENNIS R. WRAASE For For
02 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE Management For For
COMPANY'S INDEPENDENT AUDITORS FOR 2010
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 106
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
BELO CORP.
SECURITY 080555105 MEETING TYPE Annual
TICKER SYMBOL BLC MEETING DATE 11-May-2010
ISIN US0805551050 AGENDA 933227034 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 JUDITH L. CRAVEN,MD MPH For For
2 DEALEY D. HERNDON For For
3 WAYNE R. SANDERS For For
4 MCHENRY T. TICHENOR JR. For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
03 SHAREHOLDER PROPOSAL RELATING TO REPEAL OF THE CLASSIFIED Shareholder Against For
BOARD OF DIRECTORS.
- --------------------------------------------------------------------------------
DANAHER CORPORATION
SECURITY 235851102 MEETING TYPE Annual
TICKER SYMBOL DHR MEETING DATE 11-May-2010
ISIN US2358511028 AGENDA 933230536 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: STEVEN M. RALES Management For For
1B ELECTION OF DIRECTOR: JOHN T. SCHWIETERS Management For For
1C ELECTION OF DIRECTOR: ALAN G. SPOON Management For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS DANAHER'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING DECEMBER 31, 2010.
03 TO ACT UPON A SHAREHOLDER PROPOSAL REQUESTING THAT Shareholder Against For
DANAHER'S BOARD OF DIRECTORS TAKE THE STEPS NECESSARY TO
DECLASSIFY THE BOARD OF DIRECTORS WITHIN ONE YEAR, IF
PROPERLY PRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------
MIDAS, INC.
SECURITY 595626102 MEETING TYPE Annual
TICKER SYMBOL MDS MEETING DATE 11-May-2010
ISIN US5956261029 AGENDA 933232857 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 ARCHIE R. DYKES For For
2 ALAN D. FELDMAN For For
02 APPROVAL OF AMENDMENT AND RESTATEMENT OF MIDAS' EXISTING Management For For
EQUITY INCENTIVE PLANS TO PERMIT A ONE- TIME STOCK OPTION
EXCHANGE OFFER.
03 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT AUDITORS OF MIDAS, INC. FOR THE FISCAL YEAR
ENDING JANUARY 1, 2011.
- --------------------------------------------------------------------------------
MEAD JOHNSON NUTRITION COMPANY
SECURITY 582839106 MEETING TYPE Annual
TICKER SYMBOL MJN MEETING DATE 11-May-2010
ISIN US5828391061 AGENDA 933237338 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 STEPHEN W. GOLSBY For For
2 DR.STEVEN M. ALTSCHULER For For
3 HOWARD B. BERNICK For For
4 JAMES M. CORNELIUS For For
5 PETER G. RATCLIFFE For For
6 DR. ELLIOTT SIGAL For For
7 ROBERT S. SINGER For For
8 KIMBERLY A. CASIANO For For
9 ANNA C. CATALANO For For
02 APPROVAL OF MEAD JOHNSON NUTRITION COMPANY 2009 AMENDED Management For For
AND RESTATED STOCK AWARD AND INCENTIVE PLAN.
03 THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM (INDEPENDENT AUDITORS) IN 2010.
- --------------------------------------------------------------------------------
DENTSPLY INTERNATIONAL INC.
SECURITY 249030107 MEETING TYPE Annual
TICKER SYMBOL XRAY MEETING DATE 11-May-2010
ISIN US2490301072 AGENDA 933239445 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: PAULA H. CHOLMONDELEY Management For For
1B ELECTION OF DIRECTOR: MICHAEL J. COLEMAN Management For For
1C ELECTION OF DIRECTOR: JOHN C. MILES II Management For For
1D ELECTION OF DIRECTOR: JOHN L. MICLOT Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP, INDEPENDENT ACCOUNTANTS, TO
AUDIT THE BOOKS AND ACCOUNTS OF THE COMPANY FOR THE YEAR
ENDING DECEMBER 31, 2010.
03 PROPOSAL TO APPROVE THE DENTSPLY INTERNATIONAL INC. 2010 Management Against Against
EQUITY INCENTIVE PLAN.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 107
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
ANIXTER INTERNATIONAL INC.
SECURITY 035290105 MEETING TYPE Annual
TICKER SYMBOL AXE MEETING DATE 11-May-2010
ISIN US0352901054 AGENDA 933242276 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 LORD JAMES BLYTH For For
2 FREDERIC F. BRACE For For
3 LINDA WALKER BYNOE For For
4 ROBERT J. ECK For For
5 ROBERT W. GRUBBS JR. For For
6 F. PHILIP HANDY For For
7 MELVYN N. KLEIN For For
8 GEORGE MUNOZ For For
9 STUART M. SLOAN For For
10 MATTHEW ZELL For For
11 SAMUEL ZELL For For
02 APPROVAL OF THE COMPANY'S 2010 STOCK INCENTIVE PLAN. Management Against Against
03 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS Management For For
FOR FISCAL 2010.
- --------------------------------------------------------------------------------
LIN TV CORP.
SECURITY 532774106 MEETING TYPE Annual
TICKER SYMBOL TVL MEETING DATE 11-May-2010
ISIN US5327741063 AGENDA 933242959 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 WILLIAM S. BANOWSKY Withheld Against
2 DR. W.H. CUNNINGHAM Withheld Against
02 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF LIN
TV CORP. FOR THE YEAR ENDING DECEMBER 31, 2010.
03 TO APPROVE THE AMENDED AND RESTATED 2002 NON- EMPLOYEE Management Against Against
DIRECTOR STOCK PLAN.
04 TO APPROVE THE AMENDED AND RESTATED 2002 STOCK PLAN. Management Against Against
05 TO APPROVE THE 2010 EMPLOYEE STOCK PURCHASE PLAN. Management For For
- --------------------------------------------------------------------------------
GRIFFIN LAND & NURSERIES, INC.
SECURITY 398231100 MEETING TYPE Annual
TICKER SYMBOL GRIF MEETING DATE 11-May-2010
ISIN US3982311009 AGENDA 933243355 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 WINSTON J. CHURCHILL JR For For
2 EDGAR M. CULLMAN For For
3 DAVID M. DANZIGER For For
4 FREDERICK M. DANZIGER For For
5 THOMAS C. ISRAEL For For
6 ALBERT H. SMALL, JR. For For
7 DAVID F. STEIN For For
02 RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTANTS.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 108
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
PINNACLE ENTERTAINMENT, INC.
SECURITY 723456109 MEETING TYPE Contested-Annual
TICKER SYMBOL PNK MEETING DATE 11-May-2010
ISIN US7234561097 AGENDA 933248696 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: STEPHEN C. COMER Management For For
1B ELECTION OF DIRECTOR: JOHN V. GIOVENCO Management For For
1C ELECTION OF DIRECTOR: RICHARD J. GOEGLEIN Management For For
1D ELECTION OF DIRECTOR: ELLIS LANDAU Management For For
1E ELECTION OF DIRECTOR: BRUCE A. LESLIE Management For For
1F ELECTION OF DIRECTOR: JAMES L. MARTINEAU Management For For
1G ELECTION OF DIRECTOR: MICHAEL ORNEST Management For For
1H ELECTION OF DIRECTOR: LYNN P. REITNOUER Management For For
1I ELECTION OF DIRECTOR: ANTHONY M. SANFILIPPO Management For For
02 PROPOSAL TO AMEND THE COMPANY'S 2005 EQUITY AND Management Against Against
PERFORMANCE INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S Management For For
INDEPENDENT AUDITORS FOR THE 2010 FISCAL YEAR. THE BOARD
OF DIRECTORS RECOMMENDS TO VOTE "AGAINST" PROPOSAL 4.
04 STOCKHOLDER PROPOSAL FOR AN ADVISORY VOTE ON EXECUTIVE Shareholder Against For
COMPENSATION.
- --------------------------------------------------------------------------------
HONGKONG & SHANGHAI HOTELS LTD
SECURITY Y35518110 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 12-May-2010
ISIN HK0045000319 AGENDA 702355909 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
- - PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF Non-Voting
"ABSTAIN" WILL BE TREATED-THE SAME AS A "TAKE NO ACTION"
VOTE.
1 Approve the financial statements and the reports of the Management For For
Directors and Independent Auditor for the YE 31 DEC 2009
2 Approve to declare a final dividend Management For For
3.a Re-election of The Hon. Sir Michael Kadoorie as a Director Management For For
3.b Re-election of Mr. Ian Duncan Boyce as a Director Management For For
3.c Re-election of Mr. Robert Chee Siong Ng as a Director Management For For
3.d Re-election of Mr. Patrick Blackwell Paul as a Director Management For For
3.e Re-election of Mr. Peter Camille Borer as a Director Management For For
4 Re-appointment of KPMG as a Auditor of the Company and to Management For For
authorize the Directors to fix their remuneration
5 Authorize the Directors of the Company, subject to Management For For
Paragraph of this resolution ate be unconditionally
granted to the Directors of the Company to exercise during
the Relevant Period to allot, issue and deal with
additional shares in the capital of the Company and to
make or grant offers, agreements, options or warrants
which would or might require to make or grant offers,
agreements and options which would or might require the
exercise of such powers after the end of the Relevant
Period; the aggregate number of shares in the capital of
the Company allotted or agreed conditionally or CONTD.
- - CONTD. unconditionally to be allotted whether pursuant to Non-Voting
an option or-otherwise by the Directors of the Company
pursuant to the mandate in this-paragraph, otherwise than
pursuant to a Rights Issue, or any option scheme
or-similar arrangement for the time being adopted for the
grant or issue to-officers and/or employees of the Company
and/or any of its subsidiaries of- shares or rights to
acquire shares of the Company, or any scrip dividend
or-similar arrangement pursuant to the Articles of
Association of the Company-from time to time, CONTD.
- - CONTD. shall not exceed 20% of the aggregate number of Non-Voting
shares in the capital-of the Company in issue at the date
of passing this Resolution and the said-mandate shall be
limited accordingly; and for the purpose of this
Resolution:-Authority expires the earlier of the
conclusion of the next AGM of the-Company or the
expiration of the period within which the next AGM is to
be-held by law
6 Authorize the Directors of the Company to repurchase Management For For
shares or otherwise acquire shares of HKD 0.50 each in the
capital of the Company in accordance with all applicable
laws and the requirements of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong
Limited, during the relevant period, provided that the
aggregate number of shares in the capital of the Company
so repurchased or otherwise acquired shall not exceeding
10% of the aggregate nominal amount of the issued share
capital of the Company; and Authority expires the earlier
of the conclusion of the AGM of the Company or the
expiration of the period within which the next AGM of the
Company is to be held by law
7 Approve the aggregate number of the shares in the capital Management For For
of the Company which are repurchased or otherwise acquired
by the Company pursuant to Resolution 6 shall be added to
the aggregate number of the shares in the capital of the
Company which may be issued pursuant to Resolution 5
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF Non-Voting
CONSERVATIVE RECORD DATE-. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM-UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 109
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
WEIR GROUP PLC, GLASGOW
SECURITY G95248137 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 12-May-2010
ISIN GB0009465807 AGENDA 702366849 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 Approve and adopt the Directors report and the audited Management For For
financial statements for the 53 weeks to 01 JAN 2010
2 Declare a final dividend for 53 weeks to 01 JAN 2010 of Management For For
16.2 pence per ordinary share of 12.5 pence payable on 03
JUN 2010 to those shareholders on the register at the
close of business on 07 MAY 2010
3 Approve the remuneration report for the 53 weeks to 01 JAN Management For For
2010
4 Election of Jon Stanton as a Director of the Company Management For For
5 Re-election of Keith Cochrane as a Director of the Company Management For For
6 Re-election of Alan Mitchelson as a Director of the Company Management For For
7 Re-election of Lord Smith as a Director of the Company Management For For
8 Re-appoint Ernst & Young LLP as the Auditors of the Management For For
Company to hold office until the conclusion of the next
general meeting at which accounts are laid before the
Company
9 Authorize the Directors to fix the remuneration of the Management For For
Auditors
10 Authorize the Directors, for the purposes of Section 551 Management For For
of the Companies Act 2006 to allot shares in the Company
or subscribe for, or convert any security into shares in
the Company: i comprising equity securities as defined in
Section 560 of the Companies Act 2006 up to a maximum
aggregate nominal amount of GBP17,540,000 such amount to
be reduced by any shares allotted or rights granted under
paragraph ii below in connection with an offer by way of a
rights issue: a to holders of shares in proportion as
nearly as may be practicable to their existing holdings;
CONTD..
- - CONTD and b to holders of other equity securities if this Non-Voting
is required by-the rights of those equity securities; and
so that the Directors may make-such exclusions or other
arrangements as they consider expedient in relation-to
treasury shares, fractional entitlements, record dates,
shares represented-by depositary receipts, legal or
practical problems under the laws in any-territory' or the
requirements of any relevant regulatory body or stock-
exchange or any other matter; and ii up to an aggregate
nominal amount of-GBP 8,770,000 such amount to be reduced
by the aggregate nominal amount of-any equity securities
as defined in Section 560 of the Companies Act
2006-allotted under paragraph i above in excess of GBP
8,770,000; Authority-expires the earlier of the conclusion
of the next AGM of the Company or on 12-AUG 2011 , save
that the Company may before CONTD..
- - CONTD such expiry make any offer or agreement which would Non-Voting
or might require-equity securities to be allotted after
such expiry and the Directors may-allot equity securities
in pursuance of any such offer or agreement as if
the-authority conferred hereby had not expired; all
previous untitilised-authorities under Section 80 of the
Companies Act 1985 shall cease to have-effect at the
conclusion of the AGM save to the extent that the same
are-exercisable pursuant to Section 551 7 of the Companies
Act 2006 by reason of-any offer or agreement made prior to
the date of this resolution which would-or might require
shares to be allotted or rights to be granted on or
after-that date
S.11 Authorize the Directors subject to the passing of Management For For
Resolution 10, pursuant to Section 571 1 of the Companies
Act 2006 to allot equity securities as defined by Section
560 of the Companies Act 2006 for cash, either pursuant to
the authority conferred by Resolution 10 or by way of a
sale of treasury shares, as if Section 561 1 of the
Companies Act 2006 did not apply to any such allotment,
provided that this power shall be limited to: i the
allotment of equity securities in connection with an offer
by way of a rights issue but in the case of the authority
granted under Resolution 10 i by way of a rights issue as
described in that resolution only: CONTD..
- - CONTD a to the holders of ordinary shares in proportion as Non-Voting
nearly as may-be practicable to their respective holdings;
and b to holders of other-equity securities as required by
the rights of those securities or as the-Directors
otherwise consider necessary, or expedient in relation to
treasury-shares, fractional entitlements, record dates,
legal or practical problems in-or under the laws of any
territory or the requirements of any regulatory body-or
stock exchange; and ii the allotment otherwise than
pursuant to- paragraph i above of equity securities up to
an aggregate nominal amount-of GBP1,315,000; Authority
expires the earlier of the conclusion of the AGM-in 2011
or on 12 AUG 2011 CONTD..
- - CONTD save that the Company may, before such expiry make Non-Voting
offers or agreements-which would or might require equity
securities to be allotted after such-expiry and the
Directors may allot equity securities in pursuance of any
such-offer or agreement notwithstanding that the power
conferred by this-resolution has expired; all previous
unutilized authorities under Section 95-of the Companies
Act 1985 shall cease to have effect at the conclusion of
the-AGM
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 110
The Gabelli Asset Fund
S.12 Authorize the Company for the purposes of Section 701 of Management For For
the Companies Act 2006 to make market purchase within the
meaning of Section 693 4 of the Companies Act 2006 on the
London Stock Exchange of ordinary shares of 12.5p each in
the capital of the Company provided that: i the maximum
aggregate number of shares hereby authorized to be
purchased is 21,050,000; ii the minimum price which may be
paid for such shares shall not be more than 5% above the
average of the market values for a share as derived from
the London Stock Exchange's Daily Official List for the
business days immediately preceding the date on which the
shares are purchased; CONTD..
- - CONTD iv unless previously renewed, varied or revoked, the Non-Voting
authority hereby-conferred shall expire at the conclusion
of the Company's next AGM or 12 NOV-2011 whichever is
earlier ; and v the Company may make a contract
or-contracts to purchase shares under the authority
conferred by this resolution-prior to the expiry of such
authority which will or may be executed wholly or- partly
after the expiry of such authority and may make a purchase
of ordinary-shares in pursuance of any such contract or
contracts; and all previous-unutilized authorities for the
Company to make market purchases of ordinary-shares are
revoked, except in relation to the purchase of shares
under a-contract or contracts concluded before the date of
this resolution and where-such purchase has not yet been
executed
S.13 Amend the Articles of Association of the Company by Management For For
deleting all the provisions of the Company memorandum of
Association which, by virtue of Section 28 of the
Companies Act 2006, are to be treated as provisions of the
Company's Articles of Association; and adopt the Articles
of Association as specified as the Articles of Association
of the Company, in substitution for, and to the exclusion
of, the existing Articles of Association
S.14 Approve, that the general meetings, other than the AGM, Management For For
may be called on not less than 14 clear days' notice
15 Approve the amendments to the rules of the Group Long Term Management For For
Incentive Plan referred to in the Chairman's Letter to
shareholders dated 07 APR 2010, as specified and authorize
the Directors to adopt such amendments
- --------------------------------------------------------------------------------
WATTS WATER TECHNOLOGIES, INC.
SECURITY 942749102 MEETING TYPE Annual
TICKER SYMBOL WTS MEETING DATE 12-May-2010
ISIN US9427491025 AGENDA 933209353 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 ROBERT L. AYERS For For
2 KENNETT F. BURNES For For
3 RICHARD J. CATHCART For For
4 RALPH E. JACKSON, JR. For For
5 KENNETH J. MCAVOY For For
6 JOHN K. MCGILLICUDDY For For
7 GORDON W. MORAN For For
8 PATRICK S. O'KEEFE For For
2 TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL
YEAR.
- --------------------------------------------------------------------------------
MEDCO HEALTH SOLUTIONS, INC.
SECURITY 58405U102 MEETING TYPE Annual
TICKER SYMBOL MHS MEETING DATE 12-May-2010
ISIN US58405U1025 AGENDA 933210178 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: HOWARD W. BARKER, JR. Management For For
1B ELECTION OF DIRECTOR: JOHN L. CASSIS Management For For
1C ELECTION OF DIRECTOR: MICHAEL GOLDSTEIN Management For For
1D ELECTION OF DIRECTOR: CHARLES M. LILLIS Management For For
1E ELECTION OF DIRECTOR: MYRTLE S. POTTER Management For For
1F ELECTION OF DIRECTOR: WILLIAM L. ROPER Management For For
1G ELECTION OF DIRECTOR: DAVID B. SNOW, JR. Management For For
1H ELECTION OF DIRECTOR: DAVID D. STEVENS Management For For
1I ELECTION OF DIRECTOR: BLENDA J. WILSON Management For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
OF THE COMPANY FOR THE 2010 FISCAL YEAR
03 APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF Management For For
INCORPORATION TO PERMIT SHAREHOLDERS TO CALL SPECIAL
MEETINGS
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 111
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
AMGEN INC.
SECURITY 031162100 MEETING TYPE Annual
TICKER SYMBOL AMGN MEETING DATE 12-May-2010
ISIN US0311621009 AGENDA 933212134 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: DR. DAVID BALTIMORE Management For For
1B ELECTION OF DIRECTOR: MR. FRANK J. BIONDI, JR. Management For For
1C ELECTION OF DIRECTOR: MR. FRANCOIS DE CARBONNEL Management For For
1D ELECTION OF DIRECTOR: MR. JERRY D. CHOATE Management For For
1E ELECTION OF DIRECTOR: DR. VANCE D. COFFMAN Management For For
1F ELECTION OF DIRECTOR: MR. FREDERICK W. GLUCK Management For For
1G ELECTION OF DIRECTOR: DR. REBECCA M. HENDERSON Management For For
1H ELECTION OF DIRECTOR: MR. FRANK C. HERRINGER Management For For
1I ELECTION OF DIRECTOR: DR. GILBERT S. OMENN Management For For
1J ELECTION OF DIRECTOR: MS. JUDITH C. PELHAM Management For For
1K ELECTION OF DIRECTOR: ADM. J. PAUL REASON, USN (RETIRED) Management For For
1L ELECTION OF DIRECTOR: MR. LEONARD D. SCHAEFFER Management For For
1M ELECTION OF DIRECTOR: MR. KEVIN W. SHARER Management For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR
ENDING DECEMBER 31, 2010
3A STOCKHOLDER PROPOSAL: STOCKHOLDER PROPOSAL #1 (SHAREHOLDER Shareholder Against For
ACTION BY WRITTEN CONSENT)
3B STOCKHOLDER PROPOSAL: STOCKHOLDER PROPOSAL #2 (EQUITY Shareholder Against For
RETENTION POLICY)
- --------------------------------------------------------------------------------
QWEST COMMUNICATIONS INTERNATIONAL INC.
SECURITY 749121109 MEETING TYPE Annual
TICKER SYMBOL Q MEETING DATE 12-May-2010
ISIN US7491211097 AGENDA 933215457 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: EDWARD A. MUELLER Management For For
1B ELECTION OF DIRECTOR: CHARLES L. BIGGS Management For For
1C ELECTION OF DIRECTOR: K. DANE BROOKSHER Management For For
1D ELECTION OF DIRECTOR: PETER S. HELLMAN Management For For
1E ELECTION OF DIRECTOR: R. DAVID HOOVER Management For For
1F ELECTION OF DIRECTOR: PATRICK J. MARTIN Management For For
1G ELECTION OF DIRECTOR: CAROLINE MATTHEWS Management For For
1H ELECTION OF DIRECTOR: WAYNE W. MURDY Management For For
1I ELECTION OF DIRECTOR: JAN L. MURLEY Management For For
1J ELECTION OF DIRECTOR: MICHAEL J. ROBERTS Management For For
1K ELECTION OF DIRECTOR: JAMES A. UNRUH Management For For
1L ELECTION OF DIRECTOR: ANTHONY WELTERS Management For For
02 THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
03 THE APPROVAL OF AN AMENDMENT TO OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN, OR ESPP.
04 A STOCKHOLDER PROPOSAL REQUESTING THAT OUR BOARD ADOPT A Shareholder Against For
POLICY LIMITING THE CIRCUMSTANCES UNDER WHICH PERFORMANCE
SHARES GRANTED TO EXECUTIVES WILL VEST AND BECOME PAYABLE.
05 A STOCKHOLDER PROPOSAL URGING OUR BOARD TO ADOPT A POLICY Shareholder Against For
THAT STOCKHOLDERS HAVE THE OPPORTUNITY AT EACH ANNUAL
MEETING TO VOTE ON AN ADVISORY RESOLUTION PROPOSED BY
MANAGEMENT TO APPROVE CERTAIN COMPENSATION OF OUR
EXECUTIVES.
06 A STOCKHOLDER PROPOSAL REQUESTING THAT OUR BOARD ESTABLISH Shareholder Against For
A POLICY OF SEPARATING THE ROLES OF CHAIRMAN AND CHIEF
EXECUTIVE OFFICER WHENEVER POSSIBLE.
07 A STOCKHOLDER PROPOSAL REQUESTING THAT OUR BOARD AMEND OUR Shareholder Against For
BYLAWS TO ALLOW 10% OR GREATER STOCKHOLDERS TO CALL
SPECIAL MEETINGS OF STOCKHOLDERS.
- --------------------------------------------------------------------------------
ARTHROCARE CORPORATION
SECURITY 043136100 MEETING TYPE Annual
TICKER SYMBOL ARTC MEETING DATE 12-May-2010
ISIN US0431361007 AGENDA 933216930 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 CHRISTIAN P. AHRENS For For
2 GREGORY A. BELINFANTI For For
3 BARBARA D. BOYAN, PH.D. For For
4 DAVID FITZGERALD For For
5 JAMES G. FOSTER For For
6 TERRENCE E. GEREMSKI For For
7 TORD B. LENDAU For For
8 PETER L. WILSON For For
02 TO APPROVE THE AMENDMENT OF THE COMPANY'S AMENDED AND Management Against Against
RESTATED 2003 INCENTIVE STOCK PLAN TO, AMONG OTHER
MODIFICATIONS, INCREASE THE NUMBER OF SHARES OF COMMON
STOCK RESERVED FOR ISSUANCE THEREUNDER BY 2,200,000 SHARES.
03 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE 2010 FISCAL YEAR.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 112
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
LSI CORPORATION
SECURITY 502161102 MEETING TYPE Annual
TICKER SYMBOL LSI MEETING DATE 12-May-2010
ISIN US5021611026 AGENDA 933217108 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: CHARLES A. HAGGERTY Management For For
1B ELECTION OF DIRECTOR: RICHARD S. HILL Management For For
1C ELECTION OF DIRECTOR: JOHN H.F. MINER Management For For
1D ELECTION OF DIRECTOR: ARUN NETRAVALI Management For For
1E ELECTION OF DIRECTOR: MATTHEW J. O'ROURKE Management For For
1F ELECTION OF DIRECTOR: GREGORIO REYES Management For For
1G ELECTION OF DIRECTOR: MICHAEL G. STRACHAN Management For For
1H ELECTION OF DIRECTOR: ABHIJIT Y. TALWALKAR Management For For
1I ELECTION OF DIRECTOR: SUSAN M. WHITNEY Management For For
02 TO RATIFY THE AUDIT COMMITTEE'S SELECTION OF OUR Management For For
INDEPENDENT AUDITORS FOR 2010.
03 TO APPROVE OUR AMENDED 2003 EQUITY INCENTIVE PLAN. Management Against Against
04 TO APPROVE OUR AMENDED EMPLOYEE STOCK PURCHASE PLAN. Management For For
- --------------------------------------------------------------------------------
CONOCOPHILLIPS
SECURITY 20825C104 MEETING TYPE Annual
TICKER SYMBOL COP MEETING DATE 12-May-2010
ISIN US20825C1045 AGENDA 933218617 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: RICHARD L. ARMITAGE Management For For
1B ELECTION OF DIRECTOR: RICHARD H. AUCHINLECK Management For For
1C ELECTION OF DIRECTOR: JAMES E. COPELAND, JR. Management For For
1D ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN Management For For
1E ELECTION OF DIRECTOR: RUTH R. HARKIN Management For For
1F ELECTION OF DIRECTOR: HAROLD W. MCGRAW III Management For For
1G ELECTION OF DIRECTOR: JAMES J. MULVA Management For For
1H ELECTION OF DIRECTOR: ROBERT A. NIBLOCK Management For For
1I ELECTION OF DIRECTOR: HARALD J. NORVIK Management For For
1J ELECTION OF DIRECTOR: WILLIAM K. REILLY Management For For
1K ELECTION OF DIRECTOR: BOBBY S. SHACKOULS Management For For
1L ELECTION OF DIRECTOR: VICTORIA J. TSCHINKEL Management For For
1M ELECTION OF DIRECTOR: KATHRYN C. TURNER Management For For
1N ELECTION OF DIRECTOR: WILLIAM E. WADE, JR. Management For For
02 PROPOSAL TO RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2010.
03 BOARD RISK MANAGEMENT OVERSIGHT Shareholder Against For
04 GREENHOUSE GAS REDUCTION Shareholder Against For
05 OIL SANDS DRILLING Shareholder Against For
06 LOUISIANA WETLANDS Shareholder Against For
07 FINANCIAL RISKS OF CLIMATE CHANGE Shareholder Against For
08 TOXIC POLLUTION REPORT Shareholder Against For
09 GENDER EXPRESSION NON-DISCRIMINATION Shareholder Against For
10 POLITICAL CONTRIBUTIONS Shareholder Against For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 113
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
CVS CAREMARK CORPORATION
SECURITY 126650100 MEETING TYPE Annual
TICKER SYMBOL CVS MEETING DATE 12-May-2010
ISIN US1266501006 AGENDA 933219152 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: EDWIN M. BANKS Management For For
1B ELECTION OF DIRECTOR: C. DAVID BROWN II Management For For
1C ELECTION OF DIRECTOR: DAVID W. DORMAN Management For For
1D ELECTION OF DIRECTOR: KRISTEN GIBNEY WILLIAMS Management For For
1E ELECTION OF DIRECTOR: MARIAN L. HEARD Management For For
1F ELECTION OF DIRECTOR: WILLIAM H. JOYCE Management For For
1G ELECTION OF DIRECTOR: JEAN-PIERRE MILLON Management For For
1H ELECTION OF DIRECTOR: TERRENCE MURRAY Management For For
1I ELECTION OF DIRECTOR: C.A. LANCE PICCOLO Management For For
1J ELECTION OF DIRECTOR: SHELI Z. ROSENBERG Management For For
1K ELECTION OF DIRECTOR: THOMAS M. RYAN Management For For
1L ELECTION OF DIRECTOR: RICHARD J. SWIFT Management For For
2 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE 2010 FISCAL YEAR.
03 PROPOSAL TO ADOPT THE COMPANY'S 2010 INCENTIVE Management Against Against
COMPENSATION PLAN.
04 PROPOSAL TO ADOPT AN AMENDMENT TO THE COMPANY'S CHARTER TO Management For For
ALLOW STOCKHOLDERS TO CALL SPECIAL MEETINGS.
05 STOCKHOLDER PROPOSAL REGARDING A REPORT ON POLITICAL Shareholder Against For
CONTRIBUTIONS AND EXPENDITURES.
06 STOCKHOLDER PROPOSAL REGARDING PRINCIPLES TO STOP GLOBAL Shareholder Against For
WARMING.
- --------------------------------------------------------------------------------
TENNECO INC.
SECURITY 880349105 MEETING TYPE Annual
TICKER SYMBOL TEN MEETING DATE 12-May-2010
ISIN US8803491054 AGENDA 933220915 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: CHARLES W. CRAMB Management For For
1B ELECTION OF DIRECTOR: DENNIS J. LETHAM Management For For
1C ELECTION OF DIRECTOR: FRANK E. MACHER Management For For
1D ELECTION OF DIRECTOR: HARI N. NAIR Management For For
1E ELECTION OF DIRECTOR: ROGER B. PORTER Management For For
1F ELECTION OF DIRECTOR: DAVID B. PRICE, JR. Management For For
1G ELECTION OF DIRECTOR: GREGG M. SHERRILL Management For For
1H ELECTION OF DIRECTOR: PAUL T. STECKO Management For For
1I ELECTION OF DIRECTOR: MITSUNOBU TAKEUCHI Management For For
1J ELECTION OF DIRECTOR: JANE L. WARNER Management For For
02 APPROVE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT PUBLIC ACCOUNTANTS FOR 2010.
- --------------------------------------------------------------------------------
WYNN RESORTS, LIMITED
SECURITY 983134107 MEETING TYPE Annual
TICKER SYMBOL WYNN MEETING DATE 12-May-2010
ISIN US9831341071 AGENDA 933222072 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 STEPHEN A. WYNN For For
2 RAY R. IRANI For For
3 ALVIN V. SHOEMAKER For For
4 D. BOONE WAYSON For For
02 TO APPROVE AMENDMENTS TO THE COMPANY'S 2002 STOCK Management For For
INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF THE
COMPANY'S COMMON STOCK SUBJECT TO THE 2002 STOCK INCENTIVE
PLAN FROM 9,750,000 SHARES TO 12,750,000 SHARES, TO EXTEND
THE TERM OF THE PLAN TO 2022, AND TO REMOVE THE ABILITY OF
THE ADMINISTRATOR TO REPRICE STOCK OPTIONS.
03 TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF ERNST & Management For For
YOUNG, LLP AS THE INDEPENDENT AUDITORS FOR THE COMPANY AND
ALL OF ITS SUBSIDIARIES FOR 2010.
- --------------------------------------------------------------------------------
MATTEL, INC.
SECURITY 577081102 MEETING TYPE Annual
TICKER SYMBOL MAT MEETING DATE 12-May-2010
ISIN US5770811025 AGENDA 933222868 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: MICHAEL J. DOLAN Management For For
1B ELECTION OF DIRECTOR: ROBERT A. ECKERT Management For For
1C ELECTION OF DIRECTOR: DR. FRANCES D. FERGUSSON Management For For
1D ELECTION OF DIRECTOR: TULLY M. FRIEDMAN Management For For
1E ELECTION OF DIRECTOR: DOMINIC NG Management For For
1F ELECTION OF DIRECTOR: VASANT M. PRABHU Management For For
1G ELECTION OF DIRECTOR: DR. ANDREA L. RICH Management For For
1H ELECTION OF DIRECTOR: RONALD L. SARGENT Management For For
1I ELECTION OF DIRECTOR: DEAN A. SCARBOROUGH Management For For
1J ELECTION OF DIRECTOR: CHRISTOPHER A. SINCLAIR Management For For
1K ELECTION OF DIRECTOR: G. CRAIG SULLIVAN Management For For
1L ELECTION OF DIRECTOR: KATHY BRITTAIN WHITE Management For For
02 APPROVAL OF THE MATTEL, INC. 2010 EQUITY AND LONG- TERM Management Against Against
COMPENSATION PLAN.
03 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE YEAR.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 114
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
LABORATORY CORP. OF AMERICA HOLDINGS
SECURITY 50540R409 MEETING TYPE Annual
TICKER SYMBOL LH MEETING DATE 12-May-2010
ISIN US50540R4092 AGENDA 933223062 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: DAVID P. KING Management For For
1B ELECTION OF DIRECTOR:KERRII B. ANDERSON Management For For
1C ELECTION OF DIRECTOR: JEAN-LUC BELINGARD Management For For
1D ELECTION OF DIRECTOR:WENDY E. LANE Management For For
1E ELECTION OF DIRECTOR: THOMAS P. MAC MAHON Management For For
1F ELECTION OF DIRECTOR:ROBERT E. MITTELSTAEDT, JR. Management For For
1G ELECTION OF DIRECTOR: ARTHUR H. RUBENSTEIN, MBBCH Management For For
1H ELECTION OF DIRECTOR:M. KEITH WEIKEL, PH.D. Management For For
1I ELECTION OF DIRECTOR:R. SANDERS WILLIAMS, M.D. Management For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS LABORATORY CORPORATION OF AMERICA HOLDINGS'
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
- --------------------------------------------------------------------------------
PHILIP MORRIS INTERNATIONAL INC.
SECURITY 718172109 MEETING TYPE Annual
TICKER SYMBOL PM MEETING DATE 12-May-2010
ISIN US7181721090 AGENDA 933223240 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: HAROLD BROWN Management For For
1B ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA Management For For
1C ELECTION OF DIRECTOR: LOUIS C. CAMILLERI Management For For
1D ELECTION OF DIRECTOR: J. DUDLEY FISHBURN Management For For
1E ELECTION OF DIRECTOR: JENNIFER LI Management For For
1F ELECTION OF DIRECTOR: GRAHAM MACKAY Management For For
1G ELECTION OF DIRECTOR: SERGIO MARCHIONNE Management For For
1H ELECTION OF DIRECTOR: LUCIO A. NOTO Management For For
1I ELECTION OF DIRECTOR: CARLOS SLIM HELU Management For For
1J ELECTION OF DIRECTOR: STEPHEN M. WOLF Management For For
02 RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS Management For For
03 STOCKHOLDER PROPOSAL 1 - FOOD INSECURITY AND TOBACCO USE Shareholder Against For
04 STOCKHOLDER PROPOSAL 2 - CREATE HUMAN RIGHTS PROTOCOLS FOR Shareholder Against For
THE COMPANY AND ITS SUPPLIERS
- --------------------------------------------------------------------------------
EASTMAN KODAK COMPANY
SECURITY 277461109 MEETING TYPE Annual
TICKER SYMBOL EK MEETING DATE 12-May-2010
ISIN US2774611097 AGENDA 933223327 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: RICHARD S. BRADDOCK Management For For
1B ELECTION OF DIRECTOR: HERALD Y. CHEN Management For For
1C ELECTION OF DIRECTOR: ADAM H. CLAMMER Management For For
1D ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE Management For For
1E ELECTION OF DIRECTOR: MICHAEL J. HAWLEY Management For For
1F ELECTION OF DIRECTOR: WILLIAM H. HERNANDEZ Management For For
1G ELECTION OF DIRECTOR: DOUGLAS R. LEBDA Management For For
1H ELECTION OF DIRECTOR: DEBRA L. LEE Management For For
1I ELECTION OF DIRECTOR: DELANO E. LEWIS Management For For
1J ELECTION OF DIRECTOR: WILLIAM G. PARRETT Management For For
1K ELECTION OF DIRECTOR: ANTONIO M. PEREZ Management For For
1L ELECTION OF DIRECTOR: JOEL SELIGMAN Management For For
1M ELECTION OF DIRECTOR: DENNIS F. STRIGL Management For For
1N ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON Management For For
2 RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
3 APPROVAL OF AMENDMENTS TO, AND RE-APPROVAL OF THE Management For For
MATERIALS TERMS OF, THE 2005 OMNIBUS LONG- TERM
COMPENSATION PLAN.
4 APPROVAL OF AMENDMENT TO, AND RE-APPROVAL OF THE MATERIAL Management For For
TERMS OF, THE EXECUTIVE COMPENSATION FOR EXCELLENCE AND
LEADERSHIP (EXCEL) PLAN
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 115
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
DREAMWORKS ANIMATION SKG, INC.
SECURITY 26153C103 MEETING TYPE Annual
TICKER SYMBOL DWA MEETING DATE 12-May-2010
ISIN US26153C1036 AGENDA 933223973 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 JEFFREY KATZENBERG For For
2 ROGER A. ENRICO For For
3 LEWIS COLEMAN For For
4 HARRY BRITTENHAM For For
5 THOMAS FRESTON For For
6 JUDSON C. GREEN For For
7 MELLODY HOBSON For For
8 MICHAEL MONTGOMERY For For
9 NATHAN MYHRVOLD For For
10 RICHARD SHERMAN For For
2 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE YEAR ENDING DECEMBER 31, 2010.
3 PROPOSAL TO APPROVE THE ADOPTION OF THE 2010 EMPLOYEE Management For For
STOCK PURCHASE PLAN.
- --------------------------------------------------------------------------------
FISHER COMMUNICATIONS, INC.
SECURITY 337756209 MEETING TYPE Annual
TICKER SYMBOL FSCI MEETING DATE 12-May-2010
ISIN US3377562091 AGENDA 933236716 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 COLLEEN B. BROWN For For
2 DONALD G. GRAHAM, III For For
3 BRIAN P. MCANDREWS For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2010.
03 APPROVAL OF OUR AMENDED AND RESTATED 2008 EQUITY INCENTIVE Management For For
PLAN.
04 SHAREHOLDER PROPOSAL REQUESTING THAT OUR BOARD TAKE THE Shareholder Against For
NECESSARY STEPS TO INCREASE THE SIZE OF OUR BOARD OF
DIRECTORS TO TWELVE (12) DIRECTORS.
05 SHAREHOLDER PROPOSAL AMENDING OUR BYLAWS TO REQUIRE Shareholder Against For
SHAREHOLDER APPROVAL OF CERTAIN COMPANY ACQUISITIONS.
- --------------------------------------------------------------------------------
BRINK'S HOME SECURITY HOLDINGS, INC.
SECURITY 109699108 MEETING TYPE Special
TICKER SYMBOL CFL MEETING DATE 12-May-2010
ISIN US1096991088 AGENDA 933240450 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 APPROVE (A) THE AGREEMENT AND PLAN OF MERGER, BY AND AMONG Management For For
BRINK'S HOME SECURITY HOLDINGS, INC., TYCO INTERNATIONAL
LTD., BARRICADE MERGER SUB, INC., ADT SECURITY SERVICES,
INC., (B) THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT
(THE "MERGER"); AND (C) THE PLAN OF MERGER THAT MEETS THE
REQUIREMENTS OF SECTION 13.1-716 OF THE VIRGINIA STOCK
CORPORATION ACT.
02 CONSIDER AND VOTE UPON ANY PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING TO A LATER DATE OR TIME, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE IS AN
INSUFFICIENT NUMBER OF VOTES AT THE TIME OF SUCH
ADJOURNMENT TO APPROVE THE MERGER AGREEMENT, THE MERGER
AND THE PLAN.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 116
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
FORD MOTOR COMPANY
SECURITY 345370860 MEETING TYPE Annual
TICKER SYMBOL F MEETING DATE 13-May-2010
ISIN US3453708600 AGENDA 933220167 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 STEPHEN G. BUTLER For For
2 KIMBERLY A. CASIANO For For
3 ANTHONY F. EARLEY, JR. For For
4 EDSEL B. FORD II For For
5 WILLIAM CLAY FORD, JR. For For
6 RICHARD A. GEPHARDT For For
7 IRVINE O. HOCKADAY, JR. For For
8 RICHARD A. MANOOGIAN For For
9 ELLEN R. MARRAM For For
10 ALAN MULALLY For For
11 HOMER A. NEAL For For
12 GERALD L. SHAHEEN For For
13 JOHN L. THORNTON For For
02 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM.
03 APPROVAL OF TAX BENEFIT PRESERVATION PLAN. Management Against Against
04 RELATING TO DISCLOSING ANY PRIOR GOVERNMENT AFFILIATION OF Shareholder Against For
DIRECTORS, OFFICERS, AND CONSULTANTS.
05 RELATING TO CONSIDERATION OF A RECAPITALIZATION PLAN TO Shareholder Against For
PROVIDE THAT ALL OF COMPANY'S OUTSTANDING STOCK HAVE ONE
VOTE PER SHARE.
06 RELATING TO THE COMPANY ISSUING A REPORT DISCLOSING Shareholder Against For
POLICIES AND PROCEDURES RELATED TO POLITICAL CONTRIBUTIONS.
07 RELATING TO PROVIDING SHAREHOLDERS THE OPPORTUNITY TO CAST Shareholder Against For
AN ADVISORY VOTE TO RATIFY THE COMPENSATION OF THE NAMED
EXECUTIVES.
08 RELATING TO THE COMPANY NOT FUNDING ANY ENERGY SAVINGS Shareholder Against For
PROJECTS THAT ARE SOLELY CONCERNED WITH CO2 REDUCTION.
- --------------------------------------------------------------------------------
THE E.W. SCRIPPS COMPANY
SECURITY 811054402 MEETING TYPE Annual
TICKER SYMBOL SSP MEETING DATE 13-May-2010
ISIN US8110544025 AGENDA 933221006 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 ROGER L OGDEN For For
2 J. MARVIN QUIN For For
3 KIM WILLIAMS For For
- --------------------------------------------------------------------------------
REPUBLIC SERVICES, INC.
SECURITY 760759100 MEETING TYPE Annual
TICKER SYMBOL RSG MEETING DATE 13-May-2010
ISIN US7607591002 AGENDA 933221450 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: JAMES E. O'CONNOR Management For For
1B ELECTION OF DIRECTOR: JOHN W. CROGHAN Management For For
1C ELECTION OF DIRECTOR: JAMES W. CROWNOVER Management For For
1D ELECTION OF DIRECTOR: WILLIAM J. FLYNN Management For For
1E ELECTION OF DIRECTOR: DAVID I. FOLEY Management For For
1F ELECTION OF DIRECTOR: MICHAEL LARSON Management For For
1G ELECTION OF DIRECTOR: NOLAN LEHMANN Management For For
1H ELECTION OF DIRECTOR: W. LEE NUTTER Management For For
1I ELECTION OF DIRECTOR: RAMON A. RODRIGUEZ Management For For
1J ELECTION OF DIRECTOR: ALLAN C. SORENSEN Management For For
1K ELECTION OF DIRECTOR: JOHN M. TRANI Management For For
1L ELECTION OF DIRECTOR: MICHAEL W. WICKHAM Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR 2010.
03 STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS AND Shareholder Against For
EXPENDITURES.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 117
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
STARWOOD HOTELS & RESORTS WORLDWIDE
SECURITY 85590A401 MEETING TYPE Annual
TICKER SYMBOL HOT MEETING DATE 13-May-2010
ISIN US85590A4013 AGENDA 933222717 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 ADAM ARON For For
2 CHARLENE BARSHEFSKY For For
3 THOMAS CLARKE For For
4 CLAYTON DALEY, JR. For For
5 BRUCE DUNCAN For For
6 LIZANNE GALBREATH For For
7 ERIC HIPPEAU For For
8 STEPHEN QUAZZO For For
9 THOMAS RYDER For For
10 FRITS VAN PAASSCHEN For For
11 KNEELAND YOUNGBLOOD For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010.
03 TO REAPPROVE THE COMPANY'S ANNUAL INCENTIVE PLAN FOR Management For For
CERTAIN EXECUTIVES.
- --------------------------------------------------------------------------------
WYNDHAM WORLDWIDE CORPORATION
SECURITY 98310W108 MEETING TYPE Annual
TICKER SYMBOL WYN MEETING DATE 13-May-2010
ISIN US98310W1080 AGENDA 933223430 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 HONOURABLE B. MULRONEY For For
2 MICHAEL H. WARGOTZ For For
2 TO VOTE ON A PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP TO SERVE AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2010.
3 TO VOTE ON A PROPOSAL TO APPROVE THE AMENDMENT OF THE Management For For
WYNDHAM WORLDWIDE CORPORATION 2006 EQUITY AND INCENTIVE
PLAN (AS AMENDED AND RESTATED AS OF MAY 12, 2009).
- --------------------------------------------------------------------------------
WRIGHT MEDICAL GROUP, INC.
SECURITY 98235T107 MEETING TYPE Annual
TICKER SYMBOL WMGI MEETING DATE 13-May-2010
ISIN US98235T1079 AGENDA 933244624 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 GARY D. BLACKFORD For For
2 CARMEN L. DIERSON For For
3 MARTIN J. EMERSON For For
4 LAWRENCE W. HAMILTON For For
5 GARY D. HENLEY For For
6 JOHN L. MICLOT For For
7 AMY S. PAUL For For
8 ROBERT J. QUILLINAN For For
9 DAVID D. STEVENS For For
02 TO APPROVE AN AMENDMENT TO OUR 2009 EQUITY INCENTIVE PLAN Management Against Against
TO INCREASE BY 700,000 THE NUMBER OF SHARES OF OUR COMMON
STOCK AVAILABLE FOR AWARDS THEREUNDER.
03 TO APPROVE THE MATERIAL TERMS OF OUR 2010 EXECUTIVE Management For For
PERFORMANCE INCENTIVE PLAN FOR THE PURPOSE OF ENABLING US
TO FULLY DEDUCT FOR TAX PURPOSES COMPENSATION PAID
THEREUNDER.
04 TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT Management For For
AUDITOR FOR 2010.
- --------------------------------------------------------------------------------
LADBROKES PLC
SECURITY G5337D107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 14-May-2010
ISIN GB00B0ZSH635 AGENDA 702296016 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 Receive and adopt the reports and accounts for 2009 Management For For
2 Appointment of S. Bailey as a Director Management For For
3 Appointment of D.M. Shapland as a Director Management For For
4 Re-appointment of P. Erskine as a Director Management For For
5 Re-appointment of R.J. Ames as a Director Management For For
6 Re-appointment of J.P. O'Reilly as a Director Management For For
7 Re-appointment of B.G. Wallace as a Director Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 118
The Gabelli Asset Fund
8 Re-appointment of J.F. Jarvis as a Director Management For For
9 Re-appointment of C.J. Rodrigues as a Director Management For For
10 Re-appointment of C.P. Wicks as a Director Management For For
11 Re-appoint Ernst & Young LLP as the Auditor and authorize Management For For
the Directors to agree the Auditor's remuneration
12 Approve the remuneration report Management For For
13 Grant authority for political donations and expenditure Management For For
S.14 Authorize the Company to purchase its own shares Management For For
15 Authorize the Directors to allot shares Management For For
S.16 Approve to disapply Section 561 1 of the Companies Act 2006 Management For For
S.17 Grant authority for the calling of general meetings Management For For
excluding AGM's by notice of at least 14 clear days
S.18 Adopt new Articles of Association Management For For
- --------------------------------------------------------------------------------
LADBROKES PLC
SECURITY G5337D107 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 14-May-2010
ISIN GB00B0ZSH635 AGENDA 702375797 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1. Adopt the Ladbrokes plc Growth Plan (the "Plan"), the main Management For For
features of which are summarized in the Appendix of the
Circular to shareholders dated 20 APR 2010 and the draft
rules of which have been produced to the meeting and
signed by the Chairman of the meeting for the purposes of
identification; and authorize each of the Directors of the
Company to do all such acts and things as he/she may
consider necessary or expedient to carry into effect the
Plan
- --------------------------------------------------------------------------------
TRANSOCEAN, LTD.
SECURITY H8817H100 MEETING TYPE Annual
TICKER SYMBOL RIG MEETING DATE 14-May-2010
ISIN CH0048265513 AGENDA 933218338 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 APPROVAL OF THE 2009 ANNUAL REPORT, THE CONSOLIDATED Management For For
FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR
2009.
02 DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS & Management For For
EXECUTIVE OFFICERS FROM LIABILITY FOR ACTIVITIES DURING
FISCAL YEAR 2009.
03 APPROPRIATION OF AVAILABLE EARNINGS FOR FISCAL YEAR 2009 Management For For
TO BE CARRIED FORWARD.
04 CHANGE OF THE COMPANY'S PLACE OF INCORPORATION IN Management For For
SWITZERLAND.
05 RENEWAL OF THE COMPANY'S AUTHORIZED SHARE CAPITAL. Management For For
06 DISTRIBUTION TO SHAREHOLDERS IN THE FORM OF A PAR VALUE Management For For
REDUCTION.
07 AMENDMENTS TO THE ARTICLES OF ASSOCIATION TO REFLECT THE Management For For
SWISS FEDERAL ACT ON INTERMEDIATED SECURITIES.
8A ELECTION OF DIRECTOR: STEVEN L. NEWMAN. Management For For
8B REELECTION OF DIRECTOR: THOMAS W. CASON. Management For For
8C REELECTION OF DIRECTOR: ROBERT M. SPRAGUE. Management For For
8D REELECTION OF DIRECTOR: J. MICHAEL TALBERT. Management For For
8E REELECTION OF DIRECTOR: JOHN L. WHITMIRE. Management For For
09 APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR 2010.
- --------------------------------------------------------------------------------
FLOWSERVE CORPORATION
SECURITY 34354P105 MEETING TYPE Annual
TICKER SYMBOL FLS MEETING DATE 14-May-2010
ISIN US34354P1057 AGENDA 933219619 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 GAYLA DELLY For For
2 RICK MILLS For For
3 CHARLES RAMPACEK For For
4 WILLIAM RUSNACK For For
5 MARK BLINN For For
02 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP TO Management For For
SERVE AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 119
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
PROLOGIS
SECURITY 743410102 MEETING TYPE Annual
TICKER SYMBOL PLD MEETING DATE 14-May-2010
ISIN US7434101025 AGENDA 933224507 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 STEPHEN L. FEINBERG For For
2 GEORGE L. FOTIADES For For
3 CHRISTINE N. GARVEY For For
4 LAWRENCE V. JACKSON For For
5 DONALD P. JACOBS For For
6 IRVING F. LYONS III For For
7 WALTER C. RAKOWICH For For
8 D. MICHAEL STEUERT For For
9 J. ANDRE TEIXEIRA For For
10 ANDREA M. ZULBERTI For For
02 APPROVE AND ADOPT AN AMENDMENT TO THE PROLOGIS 2006 Management Against Against
LONG-TERM INCENTIVE PLAN - INCREASE AUTHORIZED SHARES AND
CERTAIN INDIVIDUAL GRANT LIMITS
03 APPROVE AND ADOPT AMENDMENTS TO CERTAIN PROLOGIS EQUITY Management Against Against
INCENTIVE PLANS - ALLOW FOR A ONE- TIME SHARE OPTION
EXCHANGE PROGRAM FOR EMPLOYEES, OTHER THAN NAMED EXECUTIVE
OFFICERS AND TRUSTEES
04 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------
MACY'S INC.
SECURITY 55616P104 MEETING TYPE Annual
TICKER SYMBOL M MEETING DATE 14-May-2010
ISIN US55616P1049 AGENDA 933235221 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 STEPHEN F. BOLLENBACH For For
2 DEIRDRE P. CONNELLY For For
3 MEYER FELDBERG For For
4 SARA LEVINSON For For
5 TERRY J. LUNDGREN For For
6 JOSEPH NEUBAUER For For
7 JOSEPH A. PICHLER For For
8 JOYCE M. ROCHE For For
9 CRAIG E. WEATHERUP For For
10 MARNA C. WHITTINGTON For For
02 THE PROPOSED RATIFICATION OF THE APPOINTMENT OF KPMG LLP Management For For
AS MACY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING JANUARY 29, 2011.
03 THE PROPOSED APPROVAL OF AN AMENDMENT AND RESTATEMENT OF Management For For
THE COMPANY'S CERTIFICATE OF INCORPORATION.
04 A SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTING IN Shareholder Against For
DIRECTOR ELECTIONS.
- --------------------------------------------------------------------------------
TRANSOCEAN, LTD.
SECURITY H8817H100 MEETING TYPE Annual
TICKER SYMBOL RIG MEETING DATE 14-May-2010
ISIN CH0048265513 AGENDA 933265868 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 APPROVAL OF THE 2009 ANNUAL REPORT, THE CONSOLIDATED Management For For
FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR
2009.
02 DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS & Management For For
EXECUTIVE OFFICERS FROM LIABILITY FOR ACTIVITIES DURING
FISCAL YEAR 2009.
03 APPROPRIATION OF AVAILABLE EARNINGS FOR FISCAL YEAR 2009 Management For For
TO BE CARRIED FORWARD.
04 CHANGE OF THE COMPANY'S PLACE OF INCORPORATION IN Management For For
SWITZERLAND.
05 RENEWAL OF THE COMPANY'S AUTHORIZED SHARE CAPITAL. Management For For
06 DISTRIBUTION TO SHAREHOLDERS IN THE FORM OF A PAR VALUE Management For For
REDUCTION.
07 AMENDMENTS TO THE ARTICLES OF ASSOCIATION TO REFLECT THE Management For For
SWISS FEDERAL ACT ON INTERMEDIATED SECURITIES.
8A ELECTION OF DIRECTOR: STEVEN L. NEWMAN. Management For For
8B REELECTION OF DIRECTOR: THOMAS W. CASON. Management For For
8C REELECTION OF DIRECTOR: ROBERT M. SPRAGUE. Management For For
8D REELECTION OF DIRECTOR: J. MICHAEL TALBERT. Management For For
8E REELECTION OF DIRECTOR: JOHN L. WHITMIRE. Management For For
09 APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR 2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 120
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
INVESTMENTS AB KINNEVIK, STOCKHOLM
SECURITY W4832D128 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 17-May-2010
ISIN SE0000164600 AGENDA 702402760 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER
TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO
BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER Non-Voting
INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS
MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVI-DE THE
BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE
POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR-YOUR VOTE TO BE LODGED
PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT Non-Voting
ABSTAIN AS A VALID VO-TE OPTION. THANK YOU
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 646723 Non-Voting
DUE TO DELETION OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.
1 Election of Lawyer Wilhelm Luning as Chairman of the AGM Non-Voting
2 Preparation and approval of the voting list Non-Voting
3 Approval of the agenda Non-Voting
4 Election of 1 or 2 persons to check and verify the minutes Non-Voting
5 Determination of whether the AGM has been duly convened Non-Voting
6 Presentation of the annual report and Auditor's report and Non-Voting
of the Group annual-report and the Group Auditor's report
7 Adopt the profit and loss statement and the balance sheet Management For For
and of the Group profit and loss statement and the Group
balance sheet
8 Approve the proposed treatment of the Company's Management For For
unappropriated earnings or accumulated loss at stated in
the adopted balance sheet; the Board of Directors proposes
a dividend of SEK 3.00 per share; the record date is
proposed to be Thursday 20 MAY 2010; the dividend is
estimated to be paid out by Euroclear Swedan on 25 MAY 2010
9 Grant discharge of liability of the Directors of the Board Management For For
and the Managing Director
10 Approve to determine the number of Directors of the Board Management For For
be set at seven without Deputy Directors
11 Approve the fixed remuneration for each Director of the Management For For
Board for the period until the close of the next AGM be
unchanged; due to the proposed establishment of a new
committee, however, the total Board remuneration shall be
increased from SEK 3,800,000 to SEK 3,875,000, for the
period until the close of the next AGM of which SEK
900,000 shall be allocated to the Chairman of the Board,
SEK 400,000 to each of the directors of the Board and
total SEK 575,000 for the work in the committees of the
Board of Directors; the Nomination Committee proposes that
for work within the Audit Committee SEK 150,000 shall be
allocated to the Chairman and SEK 75,000 to each of the
other three members; for work within the Remuneration
Committee SEK 50,000 shall be allocated to the Chairman
and SEK 25,000 to each of the other two members; finally,
the Nomination Committee proposes that for work within the
New Ventures Committee SEK 25,000 shall be allocated to
each of the four members; furthermore, remuneration to the
Auditor shall be paid in accordance with approved invoices
12 Re-elect Vigo Carlund, John Hewko,Wilhelm Klingspor, Erik Management For For
Mitteregger, Stig Nordin, Allen Sangines-Krause and
Cristina Stenbeck as Directors of the Board; re-elect
Cristina Stenbeck as Chairman of the Board of Directors;
appointment of an Audit Committee, a Remuneration
Committee and a newly formed New Ventures Committee within
the Board of Directors
13 Approve the specified procedure of the Nomination Committee Management For For
14 Approve the specified guidelines for remuneration to the Management For For
Senior Executives
15 Approve the Incentive Programme comprising of the Management For For
following: a) adoption of an incentive programme; b)
authorize the Board, during the period until the next AGM,
to increase the Company's share capital by not more than
SEK 13,500 by the issue of not more than 135,000 Class C
shares, each with a ratio value of SEK 0.10; with
disapplication of the shareholders' preferential rights,
Nordea Bank AB [publ] shall be entitled to subscribe for
the new Class C shares at a subscription price
corresponding to the ratio value of the shares; c)
authorize the Board, during the period until the next AGM,
to repurchase its own Class C shares; the repurchase may
only be effected through a public offer directed to all
holders of Class C shares and shall comprise all
outstanding Class C shares; the purchase may be effected
at a purchase price corresponding to not less than SEK
0.10 and not more than SEK 0.11; payment for the Class C
shares shall be made in cash; the purpose of the
repurchase is to ensure the delivery of Class B shares
under the Plan; d) approve to resolve that Class C shares
that the Company purchases by virtue of the authorization
to repurchase its own shares in accordance with Resolution
15.c above may, following reclassification into Class B
shares, be transferred to participants in accordance with
the terms of the Plan
16 Authorize the Board of Directors to pass a resolution on Management For For
one or more occasions for the period up until the next AGM
on repurchasing so many Class A and/or Class B shares that
the Company's holding does not at any time exceed 10% of
the total number of shares in the Company; the repurchase
of shares shall take place on the NASDAQ OMX Stockholm and
may only occur at a price within the share price interval
registered at that time, where share price interval means
the difference between the highest buying price and lowest
selling price
17 Closing of the Meeting Non-Voting
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 121
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
INVESTMENTS AB KINNEVIK, STOCKHOLM
SECURITY W4832D110 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 17-May-2010
ISIN SE0000164626 AGENDA 702402772 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER
TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO
BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER Non-Voting
INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS
MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVI-DE THE
BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE
POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR-YOUR VOTE TO BE LODGED
PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT Non-Voting
ABSTAIN AS A VALID VO-TE OPTION. THANK YOU
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 646721 Non-Voting
DUE TO DELETION OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.
1 Election of Lawyer Wilhelm Luning as Chairman of the AGM Non-Voting
2 Preparation and approval of the voting list Non-Voting
3 Approval of the agenda Non-Voting
4 Election of 1 or 2 persons to check and verify the minutes Non-Voting
5 Determination of whether the AGM has been duly convened Non-Voting
6 Presentation of the annual report and Auditor's report and Non-Voting
of the Group annual-report and the Group Auditor's report
7 Adopt the profit and loss statement and the balance sheet Management For For
and of the Group profit and loss statement and the Group
balance sheet
8 Approve the proposed treatment of the Company's Management For For
unappropriated earnings or accumulated loss at stated in
the adopted balance sheet; the Board of Directors proposes
a dividend of SEK 3.00 per share; the record date is
proposed to be Thursday 20 MAY 2010; the dividend is
estimated to be paid out by Euroclear Swedan on 25 MAY 2010
9 Grant discharge of liability of the Directors of the Board Management For For
and the Managing Director
10 Approve to determine the number of Directors of the Board Management For For
be set at seven without Deputy Directors
11 Approve the fixed remuneration for each Director of the Management For For
Board for the period until the close of the next AGM be
unchanged; due to the proposed establishment of a new
committee, however, the total Board remuneration shall be
increased from SEK 3,800,000 to SEK 3,875,000, for the
period until the close of the next AGM of which SEK
900,000 shall be allocated to the Chairman of the Board,
SEK 400,000 to each of the directors of the Board and
total SEK 575,000 for the work in the committees of the
Board of Directors; the Nomination Committee proposes that
for work within the Audit Committee SEK 150,000 shall be
allocated to the Chairman and SEK 75,000 to each of the
other three members; for work within the Remuneration
Committee SEK 50,000 shall be allocated to the Chairman
and SEK 25,000 to each of the other two members; finally,
the Nomination Committee proposes that for work within the
New Ventures Committee SEK 25,000 shall be allocated to
each of the four members; furthermore, remuneration to the
Auditor shall be paid in accordance with approved invoices
12 Re-elect Vigo Carlund, John Hewko,Wilhelm Klingspor, Erik Management For For
Mitteregger, Stig Nordin, Allen Sangines-Krause and
Cristina Stenbeck as Directors of the Board; re-elect
Cristina Stenbeck as Chairman of the Board of Directors;
appointment of an Audit Committee, a Remuneration
Committee and a newly formed New Ventures Committee within
the Board of Directors
13 Approve the specified procedure of the Nomination Committee Management For For
14 Approve the specified guidelines for remuneration to the Management For For
Senior Executives
15 Approve the Incentive Programme comprising of the Management For For
following: a) adoption of an incentive programme; b)
authorize the Board, during the period until the next AGM,
to increase the Company's share capital by not more than
SEK 13,500 by the issue of not more than 135,000 Class C
shares, each with a ratio value of SEK 0.10; with
disapplication of the shareholders' preferential rights,
Nordea Bank AB [publ] shall be entitled to subscribe for
the new Class C shares at a subscription price
corresponding to the ratio value of the shares; c)
authorize the Board, during the period until the next AGM,
to repurchase its own Class C shares; the repurchase may
only be effected through a public offer directed to all
holders of Class C shares and shall comprise all
outstanding Class C shares; the purchase may be effected
at a purchase price corresponding to not less than SEK
0.10 and not more than SEK 0.11; payment for the Class C
shares shall be made in cash; the purpose of the
repurchase is to ensure the delivery of Class B shares
under the Plan; d) approve to resolve that Class C shares
that the Company purchases by virtue of the authorization
to repurchase its own shares in accordance with Resolution
15.c above may, following reclassification into Class B
shares, be transferred to participants in accordance with
the terms of the Plan
16 Authorize the Board of Directors to pass a resolution on Management For For
one or more occasions for the period up until the next AGM
on repurchasing so many Class A and/or Class B shares that
the Company's holding does not at any time exceed 10% of
the total number of shares in the Company; the repurchase
of shares shall take place on the NASDAQ OMX Stockholm and
may only occur at a price within the share price interval
registered at that time, where share price interval means
the difference between the highest buying price and lowest
selling price
17 Closing of the Meeting Non-Voting
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 122
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
CHEMED CORPORATION
SECURITY 16359R103 MEETING TYPE Annual
TICKER SYMBOL CHE MEETING DATE 17-May-2010
ISIN US16359R1032 AGENDA 933231463 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 KEVIN J. MCNAMARA For For
2 JOEL F. GEMUNDER For For
3 PATRICK P. GRACE For For
4 THOMAS C. HUTTON For For
5 WALTER L. KREBS For For
6 ANDREA R. LINDELL For For
7 THOMAS P. RICE For For
8 DONALD E. SAUNDERS For For
9 GEORGE J. WALSH III For For
10 FRANK E. WOOD For For
02 APPROVAL AND ADOPTION OF THE 2010 STOCK INCENTIVE PLAN. Management Against Against
03 RATIFICATION OF AUDIT COMMITTEE'S SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS FOR
2010.
- --------------------------------------------------------------------------------
KRAFT FOODS INC.
SECURITY 50075N104 MEETING TYPE Annual
TICKER SYMBOL KFT MEETING DATE 18-May-2010
ISIN US50075N1046 AGENDA 933205331 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: AJAYPAL S. BANGA Management For For
1B ELECTION OF DIRECTOR: MYRA M. HART Management For For
1C ELECTION OF DIRECTOR: LOIS D. JULIBER Management For For
1D ELECTION OF DIRECTOR: MARK D. KETCHUM Management For For
1E ELECTION OF DIRECTOR: RICHARD A. LERNER, M.D. Management For For
1F ELECTION OF DIRECTOR: MACKEY J. MCDONALD Management For For
1G ELECTION OF DIRECTOR: JOHN C. POPE Management For For
1H ELECTION OF DIRECTOR: FREDRIC G. REYNOLDS Management For For
1I ELECTION OF DIRECTOR: IRENE B. ROSENFELD Management For For
1J ELECTION OF DIRECTOR: J.F. VAN BOXMEER Management For For
1K ELECTION OF DIRECTOR: DEBORAH C. WRIGHT Management For For
1L ELECTION OF DIRECTOR: FRANK G. ZARB Management For For
2 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Management For For
LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2010.
3 SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER ACTION BY Shareholder Against For
WRITTEN CONSENT.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 123
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
ACCO BRANDS CORPORATION
SECURITY 00081T108 MEETING TYPE Annual
TICKER SYMBOL ABD MEETING DATE 18-May-2010
ISIN US00081T1088 AGENDA 933222921 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 GEORGE V. BAYLY For For
2 KATHLEEN S. DVORAK For For
3 G. THOMAS HARGROVE For For
4 ROBERT H. JENKINS For For
5 ROBERT J. KELLER For For
6 THOMAS KROEGER For For
7 MICHAEL NORKUS For For
8 SHEILA TALTON For For
9 NORMAN H. WESLEY For For
02 THE RATIFICATION OF THE SELECTION OF KPMG LLP AS Management For For
INDEPENDENT AUDITORS FOR THE YEAR 2010.
03 THE AMENDMENT AND REAPPROVAL OF THE PERFORMANCE MEASURES Management For For
UNDER THE AMENDED AND RESTATED 2005 INCENTIVE PLAN.
04 SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE Management For For
MEETING OR ANY ADJOURNMENT THEREOF.
- --------------------------------------------------------------------------------
JPMORGAN CHASE & CO.
SECURITY 46625H100 MEETING TYPE Annual
TICKER SYMBOL JPM MEETING DATE 18-May-2010
ISIN US46625H1005 AGENDA 933226501 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: CRANDALL C. BOWLES Management For For
1B ELECTION OF DIRECTOR: STEPHEN B. BURKE Management For For
1C ELECTION OF DIRECTOR: DAVID M. COTE Management For For
1D ELECTION OF DIRECTOR: JAMES S. CROWN Management For For
1E ELECTION OF DIRECTOR: JAMES DIMON Management For For
1F ELECTION OF DIRECTOR: ELLEN V. FUTTER Management For For
1G ELECTION OF DIRECTOR: WILLIAM H. GRAY, III Management For For
1H ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. Management For For
1I ELECTION OF DIRECTOR: DAVID C. NOVAK Management For For
1J ELECTION OF DIRECTOR: LEE R. RAYMOND Management For For
1K ELECTION OF DIRECTOR: WILLIAM C. WELDON Management For For
02 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Management For For
FIRM
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management For For
04 POLITICAL NON-PARTISANSHIP Shareholder Against For
05 SPECIAL SHAREOWNER MEETINGS Shareholder Against For
06 COLLATERAL IN OVER THE COUNTER DERIVATIVES TRADING Shareholder Against For
07 SHAREHOLDER ACTION BY WRITTEN CONSENT Shareholder Against For
08 INDEPENDENT CHAIRMAN Shareholder Against For
09 PAY DISPARITY Shareholder Against For
10 SHARE RETENTION Shareholder Against For
- --------------------------------------------------------------------------------
PEET'S COFFEE & TEA, INC.
SECURITY 705560100 MEETING TYPE Annual
TICKER SYMBOL PEET MEETING DATE 18-May-2010
ISIN US7055601006 AGENDA 933229482 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 DAVID DENO For For
2 MICHAEL LINTON For For
3 JEAN-MICHEL VALETTE For For
02 APPROVAL OF THE PEET'S COFFEE & TEA, INC. 2010 EQUITY Management Against Against
INCENTIVE PLAN.
03 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
COMPANY FOR ITS FISCAL YEAR ENDING JANUARY 2, 2011.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 124
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
ANADARKO PETROLEUM CORPORATION
SECURITY 032511107 MEETING TYPE Annual
TICKER SYMBOL APC MEETING DATE 18-May-2010
ISIN US0325111070 AGENDA 933231160 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: H. PAULETT EBERHART Management For For
1B ELECTION OF DIRECTOR: PRESTON M. GEREN III Management For For
1C ELECTION OF DIRECTOR: JAMES T. HACKETT Management For For
02 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
AUDITORS.
03 STOCKHOLDER PROPOSAL - AMENDMENT TO NON- DISCRIMINATION Shareholder Against For
POLICY.
04 STOCKHOLDER PROPOSAL - AMENDMENT TO BY-LAWS: REIMBURSEMENT Shareholder Against For
OF PROXY EXPENSES.
- --------------------------------------------------------------------------------
NATIONAL PRESTO INDUSTRIES, INC.
SECURITY 637215104 MEETING TYPE Annual
TICKER SYMBOL NPK MEETING DATE 18-May-2010
ISIN US6372151042 AGENDA 933232910 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 RICHARD N. CARDOZO For For
2 PATRICK J. QUINN For For
02 APPROVAL OF THE NATIONAL PRESTO INDUSTRIES, INC. INCENTIVE Management For For
COMPENSATION PLAN.
03 RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP AS NATIONAL Management For For
PRESTO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
ROYAL DUTCH SHELL PLC
SECURITY 780259206 MEETING TYPE Annual
TICKER SYMBOL RDSA MEETING DATE 18-May-2010
ISIN US7802592060 AGENDA 933254346 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 ADOPTION OF ANNUAL REPORT & ACCOUNTS Management For For
02 APPROVAL OF REMUNERATION REPORT Management For For
03 APPOINTMENT OF CHARLES O. HOLLIDAY AS A DIRECTOR Management For For
04 RE-APPOINTMENT OF JOSEF ACKERMANN AS A DIRECTOR Management For For
05 RE-APPOINTMENT OF MALCOLM BRINDED AS A DIRECTOR Management For For
06 RE-APPOINTMENT OF SIMON HENRY AS A DIRECTOR Management For For
07 RE-APPOINTMENT OF LORD KERR OF KINLOCHARD AS A DIRECTOR Management For For
08 RE-APPOINTMENT OF WIM KOK AS A DIRECTOR Management For For
09 RE-APPOINTMENT OF NICK LAND AS A DIRECTOR Management For For
10 RE-APPOINTMENT OF CHRISTINE MORIN-POSTEL AS A DIRECTOR Management For For
11 RE-APPOINTMENT OF JORMA OLLILA AS A DIRECTOR Management For For
12 RE-APPOINTMENT OF JEROEN VAN DER VEER AS A DIRECTOR Management For For
13 RE-APPOINTMENT OF PETER VOSER AS A DIRECTOR Management For For
14 RE-APPOINTMENT OF HANS WIJERS AS A DIRECTOR Management For For
15 RE-APPOINTMENT OF AUDITORS Management For For
16 REMUNERATION OF AUDITORS Management For For
17 AUTHORITY TO ALLOT SHARES Management For For
18 DISAPPLICATION OF PRE-EMPTION RIGHTS Management For For
19 AUTHORITY TO PURCHASE OWN SHARES Management For For
20 AUTHORITY FOR SCRIP DIVIDEND SCHEME Management For For
21 AUTHORITY FOR CERTAIN DONATIONS AND EXPENDITURE Management For For
22 ADOPTION OF NEW ARTICLES OF ASSOCIATION Management For For
23 SHAREHOLDER RESOLUTION Shareholder Against For
- --------------------------------------------------------------------------------
HALLIBURTON COMPANY
SECURITY 406216101 MEETING TYPE Annual
TICKER SYMBOL HAL MEETING DATE 19-May-2010
ISIN US4062161017 AGENDA 933223668 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: A.M. BENNETT Management For For
1B ELECTION OF DIRECTOR: J.R. BOYD Management For For
1C ELECTION OF DIRECTOR: M. CARROLL Management For For
1D ELECTION OF DIRECTOR: N.K. DICCIANI Management For For
1E ELECTION OF DIRECTOR: S.M. GILLIS Management For For
1F ELECTION OF DIRECTOR: J.T. HACKETT Management For For
1G ELECTION OF DIRECTOR: D.J. LESAR Management For For
1H ELECTION OF DIRECTOR: R.A. MALONE Management For For
1I ELECTION OF DIRECTOR: J.L. MARTIN Management For For
1J ELECTION OF DIRECTOR: D.L. REED Management For For
02 PROPOSAL FOR RATIFICATION OF THE SELECTION OF AUDITORS. Management For For
03 PROPOSAL ON HUMAN RIGHTS POLICY. Shareholder Against For
04 PROPOSAL ON POLITICAL CONTRIBUTIONS. Shareholder Against For
05 PROPOSAL ON EXECUTIVE COMPENSATION POLICIES. Shareholder Against For
06 PROPOSAL ON SPECIAL SHAREOWNER MEETINGS. Shareholder Against For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 125
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
INTEL CORPORATION
SECURITY 458140100 MEETING TYPE Annual
TICKER SYMBOL INTC MEETING DATE 19-May-2010
ISIN US4581401001 AGENDA 933224367 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY Management For For
1B ELECTION OF DIRECTOR: SUSAN L. DECKER Management For For
1C ELECTION OF DIRECTOR: JOHN J. DONAHOE Management For For
1D ELECTION OF DIRECTOR: REED E. HUNDT Management For For
1E ELECTION OF DIRECTOR: PAUL S. OTELLINI Management For For
1F ELECTION OF DIRECTOR: JAMES D. PLUMMER Management For For
1G ELECTION OF DIRECTOR: DAVID S. POTTRUCK Management For For
1H ELECTION OF DIRECTOR: JANE E. SHAW Management For For
1I ELECTION OF DIRECTOR: FRANK D. YEARY Management For For
1J ELECTION OF DIRECTOR: DAVID B. YOFFIE Management For For
02 RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
CURRENT YEAR
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management For For
- --------------------------------------------------------------------------------
SEALED AIR CORPORATION
SECURITY 81211K100 MEETING TYPE Annual
TICKER SYMBOL SEE MEETING DATE 19-May-2010
ISIN US81211K1007 AGENDA 933225078 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 ELECTION OF DIRECTOR: HANK BROWN Management For For
02 ELECTION OF DIRECTOR: MICHAEL CHU Management For For
03 ELECTION OF DIRECTOR: LAWRENCE R. CODEY Management For For
04 ELECTION OF DIRECTOR: PATRICK DUFF Management For For
05 ELECTION OF DIRECTOR: T. J. DERMOT DUNPHY Management For For
06 ELECTION OF DIRECTOR: CHARLES F. FARRELL, JR. Management For For
07 ELECTION OF DIRECTOR: WILLIAM V. HICKEY Management For For
08 ELECTION OF DIRECTOR: JACQUELINE B. KOSECOFF Management For For
09 ELECTION OF DIRECTOR: KENNETH P. MANNING Management For For
10 ELECTION OF DIRECTOR: WILLIAM J. MARINO Management For For
11 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT AUDITOR FOR THE YEAR ENDING DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
STATE STREET CORPORATION
SECURITY 857477103 MEETING TYPE Annual
TICKER SYMBOL STT MEETING DATE 19-May-2010
ISIN US8574771031 AGENDA 933226234 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: K. BURNES Management For For
1B ELECTION OF DIRECTOR: P. COYM Management For For
1C ELECTION OF DIRECTOR: P. DE SAINT-AIGNAN Management For For
1D ELECTION OF DIRECTOR: A. FAWCETT Management For For
1E ELECTION OF DIRECTOR: D. GRUBER Management For For
1F ELECTION OF DIRECTOR: L. HILL Management For For
1G ELECTION OF DIRECTOR: J. HOOLEY Management For For
1H ELECTION OF DIRECTOR: R. KAPLAN Management For For
1I ELECTION OF DIRECTOR: C. LAMANTIA Management For For
1J ELECTION OF DIRECTOR: R. LOGUE Management For For
1K ELECTION OF DIRECTOR: R. SERGEL Management For For
1L ELECTION OF DIRECTOR: R. SKATES Management For For
1M ELECTION OF DIRECTOR: G. SUMME Management For For
1N ELECTION OF DIRECTOR: R. WEISSMAN Management For For
02 TO APPROVE A NON-BINDING ADVISORY PROPOSAL ON EXECUTIVE Management For For
COMPENSATION.
03 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS STATE Management For For
STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE YEAR ENDING DECEMBER 31, 2010.
04 TO VOTE ON A SHAREHOLDER PROPOSAL RELATING TO THE Shareholder Against For
SEPARATION OF THE ROLES OF CHAIRMAN AND CEO.
05 TO VOTE ON A SHAREHOLDER PROPOSAL RELATING TO A REVIEW OF Shareholder Against For
PAY DISPARITY.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 126
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
SAFEWAY INC.
SECURITY 786514208 MEETING TYPE Annual
TICKER SYMBOL SWY MEETING DATE 19-May-2010
ISIN US7865142084 AGENDA 933226739 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: STEVEN A. BURD Management For For
1B ELECTION OF DIRECTOR: JANET E. GROVE Management For For
1C ELECTION OF DIRECTOR: MOHAN GYANI Management For For
1D ELECTION OF DIRECTOR: PAUL HAZEN Management For For
1E ELECTION OF DIRECTOR: FRANK C. HERRINGER Management For For
1F ELECTION OF DIRECTOR: KENNETH W. ODER Management For For
1G ELECTION OF DIRECTOR: ARUN SARIN Management For For
1H ELECTION OF DIRECTOR: MICHAEL S. SHANNON Management For For
1I ELECTION OF DIRECTOR: WILLIAM Y. TAUSCHER Management For For
2 APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF Management For For
INCORPORATION REGARDING SPECIAL STOCKHOLDER MEETINGS.
3 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2010
04 STOCKHOLDER PROPOSAL REQUESTING CUMULATIVE VOTING. Shareholder Against For
05 STOCKHOLDER PROPOSAL REGARDING PRINCIPLES TO STOP GLOBAL Shareholder Against For
WARMING.
06 STOCKHOLDER PROPOSAL REQUESTING LIMITATION ON FUTURE DEATH Shareholder Against For
BENEFITS.
07 STOCKHOLDER PROPOSAL REGARDING POULTRY SLAUGHTER. Shareholder Against For
- --------------------------------------------------------------------------------
EL PASO CORPORATION
SECURITY 28336L109 MEETING TYPE Annual
TICKER SYMBOL EP MEETING DATE 19-May-2010
ISIN US28336L1098 AGENDA 933228303 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: JUAN CARLOS BRANIFF Management For For
1B ELECTION OF DIRECTOR: DAVID W. CRANE Management For For
1C ELECTION OF DIRECTOR: DOUGLAS L. FOSHEE Management For For
1D ELECTION OF DIRECTOR: ROBERT W. GOLDMAN Management For For
1E ELECTION OF DIRECTOR: ANTHONY W. HALL, JR. Management For For
1F ELECTION OF DIRECTOR: THOMAS R. HIX Management For For
1G ELECTION OF DIRECTOR: FERRELL P. MCCLEAN Management For For
1H ELECTION OF DIRECTOR: TIMOTHY J. PROBERT Management For For
1I ELECTION OF DIRECTOR: STEVEN J. SHAPIRO Management For For
1J ELECTION OF DIRECTOR: J. MICHAEL TALBERT Management For For
1K ELECTION OF DIRECTOR: ROBERT F. VAGT Management For For
1L ELECTION OF DIRECTOR: JOHN L. WHITMIRE Management For For
02 APPROVAL OF THE EL PASO CORPORATION 2005 OMNIBUS INCENTIVE Management For For
COMPENSATION PLAN.
03 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
FISCAL YEAR.
- --------------------------------------------------------------------------------
HSN, INC
SECURITY 404303109 MEETING TYPE Annual
TICKER SYMBOL HSNI MEETING DATE 19-May-2010
ISIN US4043031099 AGENDA 933230815 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 GREGORY R. BLATT For For
2 MICHAEL C. BOYD For For
3 P. BOUSQUET-CHAVANNE For For
4 WILLIAM COSTELLO For For
5 JAMES M. FOLLO For For
6 MINDY GROSSMAN For For
7 STEPHANIE KUGELMAN For For
8 ARTHUR C. MARTINEZ For For
9 THOMAS J. MCINERNEY For For
10 JOHN B. (JAY) MORSE For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR Management For For
INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010.
03 TO APPROVE THE HSN, INC. EMPLOYEE STOCK PURCHASE PLAN. Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 127
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
NORTHROP GRUMMAN CORPORATION
SECURITY 666807102 MEETING TYPE Annual
TICKER SYMBOL NOC MEETING DATE 19-May-2010
ISIN US6668071029 AGENDA 933233227 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: WESLEY G. BUSH Management For For
1B ELECTION OF DIRECTOR: LEWIS W. COLEMAN Management For For
1C ELECTION OF DIRECTOR: THOMAS B. FARGO Management For For
1D ELECTION OF DIRECTOR: VICTOR H. FAZIO Management For For
1E ELECTION OF DIRECTOR: DONALD E. FELSINGER Management For For
1F ELECTION OF DIRECTOR: STEPHEN E. FRANK Management For For
1G ELECTION OF DIRECTOR: BRUCE S. GORDON Management For For
1H ELECTION OF DIRECTOR: MADELEINE KLEINER Management For For
1I ELECTION OF DIRECTOR: KARL J. KRAPEK Management For For
1J ELECTION OF DIRECTOR: RICHARD B. MYERS Management For For
1K ELECTION OF DIRECTOR: AULANA L. PETERS Management For For
1L ELECTION OF DIRECTOR: KEVIN W. SHARER Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY'S INDEPENDENT AUDITOR.
03 PROPOSAL TO AMEND THE COMPANY'S RESTATED CERTIFICATE OF Management For For
INCORPORATION RELATING TO SPECIAL SHAREHOLDER MEETINGS AND
CERTAIN OTHER PROVISIONS.
04 PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION OF Management Against Against
NORTHROP GRUMMAN SYSTEMS CORPORATION RELATING TO DELETION
OF COMPANY SHAREHOLDER APPROVALS FOR CERTAIN TRANSACTIONS.
05 SHAREHOLDER PROPOSAL REGARDING REINCORPORATION IN NORTH Shareholder Against For
DAKOTA.
- --------------------------------------------------------------------------------
CORN PRODUCTS INTERNATIONAL, INC.
SECURITY 219023108 MEETING TYPE Annual
TICKER SYMBOL CPO MEETING DATE 19-May-2010
ISIN US2190231082 AGENDA 933235194 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 ILENE S. GORDON For For
2 KAREN L. HENDRICKS For For
3 BARBARA A. KLEIN For For
4 DWAYNE A. WILSON For For
02 TO APPROVE AMENDMENTS TO THE COMPANY'S CERTIFICATE OF Management For For
INCORPORATION TO ELIMINATE THE CLASSIFIED BOARD STRUCTURE.
03 TO AMEND AND REAPPROVE THE CORN PRODUCTS INTERNATIONAL, Management Against Against
INC. STOCK INCENTIVE PLAN.
04 TO AMEND AND REAPPROVE THE CORN PRODUCTS INTERNATIONAL, Management For For
INC. ANNUAL INCENTIVE PLAN.
05 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY AND ITS
SUBSIDIARIES, IN RESPECT OF THE COMPANY'S OPERATIONS IN
2010.
- --------------------------------------------------------------------------------
UNITED STATES CELLULAR CORPORATION
SECURITY 911684108 MEETING TYPE Annual
TICKER SYMBOL USM MEETING DATE 19-May-2010
ISIN US9116841084 AGENDA 933248216 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 PAUL-HENRI DENUIT For For
02 RATIFY ACCOUNTANTS FOR 2010. Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 128
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
DEAN FOODS COMPANY
SECURITY 242370104 MEETING TYPE Annual
TICKER SYMBOL DF MEETING DATE 19-May-2010
ISIN US2423701042 AGENDA 933250401 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: TOM C. DAVIS Management For For
1B ELECTION OF DIRECTOR: GREGG L. ENGLES Management For For
1C ELECTION OF DIRECTOR: JIM L. TURNER Management For For
02 PROPOSAL TO RATIFY DELOITTE & TOUCHE LLP AS INDEPENDENT Management For For
AUDITOR.
03 STOCKHOLDER PROPOSAL REGARDING TAX GROSS-UPS. Shareholder Against For
- --------------------------------------------------------------------------------
PRIMEDIA INC.
SECURITY 74157K846 MEETING TYPE Annual
TICKER SYMBOL PRM MEETING DATE 19-May-2010
ISIN US74157K8466 AGENDA 933250780 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 DAVID A. BELL For For
2 BEVERLY C. CHELL For For
3 DANIEL T. CIPORIN For For
4 MEYER FELDBERG For For
5 PERRY GOLKIN For For
6 H. JOHN GREENIAUS For For
7 DEAN B. NELSON For For
8 KEVIN J. SMITH For For
9 CHARLES J. STUBBS For For
10 THOMAS C. UGER For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
AMR CORPORATION
SECURITY 001765106 MEETING TYPE Annual
TICKER SYMBOL AMR MEETING DATE 19-May-2010
ISIN US0017651060 AGENDA 933257633 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 GERARD J. ARPEY For For
2 JOHN W. BACHMANN For For
3 DAVID L. BOREN For For
4 ARMANDO M. CODINA For For
5 RAJAT K. GUPTA For For
6 ALBERTO IBARGUEN For For
7 ANN M. KOROLOGOS For For
8 MICHAEL A. MILES For For
9 PHILIP J. PURCELL For For
10 RAY M. ROBINSON For For
11 JUDITH RODIN For For
12 MATTHEW K. ROSE For For
13 ROGER T. STAUBACH For For
02 RATIFICATION OF THE SELECTION BY THE AUDIT COMMITTEE OF Management For For
ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR
2010.
03 STOCKHOLDER PROPOSAL RELATING TO CUMULATIVE VOTING FOR THE Shareholder Against For
ELECTION OF DIRECTORS.
- --------------------------------------------------------------------------------
ALLEGHENY ENERGY, INC.
SECURITY 017361106 MEETING TYPE Annual
TICKER SYMBOL AYE MEETING DATE 20-May-2010
ISIN US0173611064 AGENDA 933213972 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: H. FURLONG BALDWIN Management For For
1B ELECTION OF DIRECTOR: ELEANOR BAUM Management For For
1C ELECTION OF DIRECTOR: PAUL J. EVANSON Management For For
1D ELECTION OF DIRECTOR: CYRUS F. FREIDHEIM, JR. Management For For
1E ELECTION OF DIRECTOR: JULIA L. JOHNSON Management For For
1F ELECTION OF DIRECTOR: TED J. KLEISNER Management For For
1G ELECTION OF DIRECTOR: CHRISTOPHER D. PAPPAS Management For For
1H ELECTION OF DIRECTOR: STEVEN H. RICE Management For For
1I ELECTION OF DIRECTOR: GUNNAR E. SARSTEN Management For For
1J ELECTION OF DIRECTOR: MICHAEL H. SUTTON Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY'S INDEPENDENT AUDITOR FOR 2010.
03 STOCKHOLDER PROPOSAL RELATING TO AN INDEPENDENT BOARD Shareholder Against For
CHAIRMAN.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 129
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
DR PEPPER SNAPPLE GROUP,INC.
SECURITY 26138E109 MEETING TYPE Annual
TICKER SYMBOL DPS MEETING DATE 20-May-2010
ISIN US26138E1091 AGENDA 933222818 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: JOHN L. ADAMS Management For For
1B ELECTION OF DIRECTOR: TERENCE D. MARTIN Management For For
1C ELECTION OF DIRECTOR: RONALD G. ROGERS Management For For
2 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE AS THE Management For For
CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2010.
- --------------------------------------------------------------------------------
MARSH & MCLENNAN COMPANIES, INC.
SECURITY 571748102 MEETING TYPE Annual
TICKER SYMBOL MMC MEETING DATE 20-May-2010
ISIN US5717481023 AGENDA 933225472 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: LESLIE M. BAKER Management For For
1B ELECTION OF DIRECTOR: ZACHARY W. CARTER Management For For
1C ELECTION OF DIRECTOR: BRIAN DUPERREAULT Management For For
1D ELECTION OF DIRECTOR: OSCAR FANJUL Management For For
1E ELECTION OF DIRECTOR: H. EDWARD HANWAY Management For For
1F ELECTION OF DIRECTOR: GWENDOLYN S. KING Management For For
1G ELECTION OF DIRECTOR: BRUCE P. NOLOP Management For For
1H ELECTION OF DIRECTOR: MARC D. OKEN Management For For
02 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM
03 STOCKHOLDER PROPOSAL: SHAREHOLDER ACTION BY WRITTEN CONSENT Shareholder Against For
- --------------------------------------------------------------------------------
COMCAST CORPORATION
SECURITY 20030N101 MEETING TYPE Annual
TICKER SYMBOL CMCSA MEETING DATE 20-May-2010
ISIN US20030N1019 AGENDA 933230310 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 S. DECKER ANSTROM For For
2 KENNETH J. BACON For For
3 SHELDON M. BONOVITZ For For
4 EDWARD D. BREEN For For
5 JULIAN A. BRODSKY For For
6 JOSEPH J. COLLINS For For
7 J. MICHAEL COOK For For
8 GERALD L. HASSELL For For
9 JEFFREY A. HONICKMAN For For
10 BRIAN L. ROBERTS For For
11 RALPH J. ROBERTS For For
12 DR. JUDITH RODIN For For
13 MICHAEL I. SOVERN For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS Management For For
03 APPROVAL OF OUR 2006 CASH BONUS PLAN Management For For
04 TO PROVIDE FOR CUMULATIVE VOTING IN THE ELECTION OF Shareholder Against For
DIRECTORS
05 TO ADOPT AND DISCLOSE A SUCCESSION PLANNING POLICY AND Shareholder Against For
ISSUE ANNUAL REPORTS ON SUCCESSION PLAN
06 TO REQUIRE THAT THE CHAIRMAN OF THE BOARD NOT BE A CURRENT Shareholder Against For
OR FORMER EXECUTIVE OFFICER
- --------------------------------------------------------------------------------
ALTRIA GROUP, INC.
SECURITY 02209S103 MEETING TYPE Annual
TICKER SYMBOL MO MEETING DATE 20-May-2010
ISIN US02209S1033 AGENDA 933232465 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: ELIZABETH E. BAILEY Management For For
1B ELECTION OF DIRECTOR: GERALD L. BALILES Management For For
1C ELECTION OF DIRECTOR: JOHN T. CASTEEN III Management For For
1D ELECTION OF DIRECTOR: DINYAR S. DEVITRE Management For For
1E ELECTION OF DIRECTOR: THOMAS F. FARRELL II Management For For
1F ELECTION OF DIRECTOR: ROBERT E. R. HUNTLEY Management For For
1G ELECTION OF DIRECTOR: THOMAS W. JONES Management For For
1H ELECTION OF DIRECTOR: GEORGE MUNOZ Management For For
1I ELECTION OF DIRECTOR: NABIL Y. SAKKAB Management For For
1J ELECTION OF DIRECTOR: MICHAEL E. SZYMANCZYK Management For For
02 2010 PERFORMANCE INCENTIVE PLAN Management For For
03 RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS Management For For
04 SHAREHOLDER PROPOSAL 1 - FOOD INSECURITY AND TOBACCO USE Shareholder Against For
05 SHAREHOLDER PROPOSAL 2 - CREATE HUMAN RIGHTS PROTOCOLS FOR Shareholder Against For
THE COMPANY AND ITS SUPPLIERS
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 130
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
CEPHALON, INC.
SECURITY 156708109 MEETING TYPE Annual
TICKER SYMBOL CEPH MEETING DATE 20-May-2010
ISIN US1567081096 AGENDA 933232528 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: FRANK BALDINO, JR., PH.D. Management For For
1B ELECTION OF DIRECTOR: WILLIAM P. EGAN Management For For
1C ELECTION OF DIRECTOR: MARTYN D. GREENACRE Management For For
1D ELECTION OF DIRECTOR: VAUGHN M. KAILIAN Management For For
1E ELECTION OF DIRECTOR: KEVIN E. MOLEY Management For For
1F ELECTION OF DIRECTOR: CHARLES A. SANDERS, M.D. Management For For
1G ELECTION OF DIRECTOR: GAIL R. WILENSKY, PH.D. Management For For
1H ELECTION OF DIRECTOR: DENNIS L. WINGER Management For For
02 APPROVAL OF AMENDMENT TO THE 2004 EQUITY COMPENSATION PLAN Management Against Against
INCREASING THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE.
03 APPROVAL OF CEPHALON, INC.'S 2010 EMPLOYEE STOCK PURCHASE Management For For
PLAN.
04 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR
ENDING DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
CENTURYTEL, INC.
SECURITY 156700106 MEETING TYPE Annual
TICKER SYMBOL CTL MEETING DATE 20-May-2010
ISIN US1567001060 AGENDA 933235156 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 W. BRUCE HANKS For For
2 C.G. MELVILLE, JR. For For
3 WILLIAM A. OWENS For For
4 GLEN F. POST, III For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT Management For For
AUDITOR FOR 2010.
03 TO AMEND OUR ARTICLES OF INCORPORATION TO CHANGE OUR NAME Management For For
TO CENTURYLINK, INC.
04 TO APPROVE OUR 2010 EXECUTIVE OFFICER SHORT-TERM INCENTIVE Management For For
PLAN.
05 TO ACT UPON A SHAREHOLDER PROPOSAL REGARDING NETWORK Shareholder Against For
MANAGEMENT PRACTICES.
06 TO ACT UPON A SHAREHOLDER PROPOSAL REGARDING LIMITATION OF Shareholder Against For
EXECUTIVE COMPENSATION.
07 TO ACT UPON A SHAREHOLDER PROPOSAL REGARDING EXECUTIVE Shareholder Against For
STOCK RETENTION.
08 TO ACT UPON A SHAREHOLDER PROPOSAL REGARDING EXECUTIVE Shareholder Against For
COMPENSATION ADVISORY VOTES.
- --------------------------------------------------------------------------------
PAIN THERAPEUTICS, INC.
SECURITY 69562K100 MEETING TYPE Annual
TICKER SYMBOL PTIE MEETING DATE 20-May-2010
ISIN US69562K1007 AGENDA 933240501 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 N. FRIEDMANN, PH.D. M.D For For
2 MICHAEL J. O'DONNELL For For
02 TO APPROVE THE AMENDED AND RESTATED 2000 EMPLOYEE STOCK Management For For
PURCHASE PLAN AND THE NUMBER OF SHARES RESERVED FOR
ISSUANCE THEREUNDER (PROPOSAL TWO).
03 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010
(PROPOSAL THREE).
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 131
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
CONMED CORPORATION
SECURITY 207410101 MEETING TYPE Annual
TICKER SYMBOL CNMD MEETING DATE 20-May-2010
ISIN US2074101013 AGENDA 933242644 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 EUGENE R. CORASANTI For For
2 JOSEPH J. CORASANTI For For
3 BRUCE F. DANIELS For For
4 JO ANN GOLDEN For For
5 STEPHEN M. MANDIA For For
6 STUART J. SCHWARTZ For For
7 MARK E. TRYNISKI For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT ACCOUNTANTS FOR THE COMPANY FOR 2010.
03 APPROVAL OF THE AMENDED AND RESTATED 2007 NON- EMPLOYEE Management For For
DIRECTOR EQUITY COMPENSATION PLAN.
- --------------------------------------------------------------------------------
GRAFTECH INTERNATIONAL LTD.
SECURITY 384313102 MEETING TYPE Annual
TICKER SYMBOL GTI MEETING DATE 20-May-2010
ISIN US3843131026 AGENDA 933246503 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 RANDY W. CARSON For For
2 MARY B. CRANSTON For For
3 HAROLD E. LAYMAN For For
4 FERRELL P. MCCLEAN For For
5 MICHAEL C. NAHL For For
6 STEVEN R. SHAWLEY For For
7 CRAIG S. SHULAR For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
CURRENT FISCAL YEAR ENDING DECEMBER 31, 2010.
03 TO RE-APPROVE THE PERFORMANCE MEASURES UNDER THE GRAFTECH Management For For
INTERNATIONAL LTD. 2005 EQUITY INCENTIVE PLAN.
- --------------------------------------------------------------------------------
STANDARD MOTOR PRODUCTS, INC.
SECURITY 853666105 MEETING TYPE Annual
TICKER SYMBOL SMP MEETING DATE 20-May-2010
ISIN US8536661056 AGENDA 933255665 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 ROBERT M. GERRITY For For
2 PAMELA FORBES LIEBERMAN For For
3 ARTHUR S. SILLS For For
4 LAWRENCE I. SILLS For For
5 PETER J. SILLS For For
6 FREDERICK D. STURDIVANT For For
7 WILLIAM H. TURNER For For
8 RICHARD S. WARD For For
9 ROGER M. WIDMANN For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP Management For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 132
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
FPL GROUP, INC.
SECURITY 302571104 MEETING TYPE Annual
TICKER SYMBOL FPL MEETING DATE 21-May-2010
ISIN US3025711041 AGENDA 933228062 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 SHERRY S. BARRAT For For
2 ROBERT M. BEALL, II For For
3 J. HYATT BROWN For For
4 JAMES L. CAMAREN For For
5 J. BRIAN FERGUSON For For
6 LEWIS HAY, III For For
7 TONI JENNINGS For For
8 OLIVER D. KINGSLEY, JR. For For
9 RUDY E. SCHUPP For For
10 WILLIAM H. SWANSON For For
11 MICHAEL H. THAMAN For For
12 HANSEL E. TOOKES, II For For
02 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
03 APPROVAL OF AN AMENDMENT TO ARTICLE I OF THE RESTATED Management For For
ARTICLES OF INCORPORATION OF FPL GROUP, INC. TO CHANGE THE
COMPANY'S NAME TO NEXTERA ENERGY, INC.
- --------------------------------------------------------------------------------
TIME WARNER INC.
SECURITY 887317303 MEETING TYPE Annual
TICKER SYMBOL TWX MEETING DATE 21-May-2010
ISIN US8873173038 AGENDA 933230233 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: JAMES L. BARKSDALE Management For For
1B ELECTION OF DIRECTOR: WILLIAM P. BARR Management For For
1C ELECTION OF DIRECTOR: JEFFREY L. BEWKES Management For For
1D ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH Management For For
1E ELECTION OF DIRECTOR: FRANK J. CAUFIELD Management For For
1F ELECTION OF DIRECTOR: ROBERT C. CLARK Management For For
1G ELECTION OF DIRECTOR: MATHIAS DOPFNER Management For For
1H ELECTION OF DIRECTOR: JESSICA P. EINHORN Management For For
1I ELECTION OF DIRECTOR: FRED HASSAN Management For For
1J ELECTION OF DIRECTOR: MICHAEL A. MILES Management For For
1K ELECTION OF DIRECTOR: KENNETH J. NOVACK Management For For
1L ELECTION OF DIRECTOR: DEBORAH C. WRIGHT Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. Management For For
03 COMPANY PROPOSAL TO APPROVE THE TIME WARNER INC. 2010 Management Against Against
STOCK INCENTIVE PLAN.
04 COMPANY PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S Management For For
BY-LAWS TO PROVIDE THAT HOLDERS OF AT LEAST 15% OF THE
COMBINED VOTING POWER OF THE COMPANY'S OUTSTANDING CAPITAL
STOCK MAY REQUEST A SPECIAL MEETING OF STOCKHOLDERS.
05 STOCKHOLDER PROPOSAL REGARDING SIMPLE MAJORITY VOTE. Shareholder Against For
06 STOCKHOLDER PROPOSAL REGARDING EQUITY RETENTION POLICY. Shareholder Against For
07 STOCKHOLDER PROPOSAL REGARDING ADVISORY RESOLUTION TO Shareholder Against For
RATIFY COMPENSATION OF NAMED EXECUTIVE OFFICERS.
- --------------------------------------------------------------------------------
CABLEVISION SYSTEMS CORPORATION
SECURITY 12686C109 MEETING TYPE Annual
TICKER SYMBOL CVC MEETING DATE 21-May-2010
ISIN US12686C1099 AGENDA 933233772 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 ZACHARY W. CARTER For For
2 THOMAS V. REIFENHEISER For For
3 JOHN R. RYAN For For
4 VINCENT TESE For For
5 LEONARD TOW For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
COMPANY FOR FISCAL YEAR 2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 133
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
SECURITY 868168105 MEETING TYPE Annual
TICKER SYMBOL SUP MEETING DATE 21-May-2010
ISIN US8681681057 AGENDA 933234926 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 SHELDON I. AUSMAN For For
2 V. BOND EVANS For For
3 MICHAEL J. JOYCE For For
02 APPROVAL OF BYLAW AMENDMENT TO REDUCE BOARD SIZE. Management For For
03 APPROVAL OF SHAREHOLDER PROPOSAL TO CHANGE VOTING STANDARD Shareholder Against For
FOR DIRECTOR ELECTIONS.
- --------------------------------------------------------------------------------
UNITEDHEALTH GROUP INCORPORATED
SECURITY 91324P102 MEETING TYPE Annual
TICKER SYMBOL UNH MEETING DATE 24-May-2010
ISIN US91324P1021 AGENDA 933235031 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: WILLIAM C. BALLARD, JR. Management For For
1B ELECTION OF DIRECTOR: RICHARD T. BURKE Management For For
1C ELECTION OF DIRECTOR: ROBERT J. DARRETTA Management For For
1D ELECTION OF DIRECTOR: STEPHEN J. HEMSLEY Management For For
1E ELECTION OF DIRECTOR: MICHELE J. HOOPER Management For For
1F ELECTION OF DIRECTOR: DOUGLAS W. LEATHERDALE Management For For
1G ELECTION OF DIRECTOR: GLENN M. RENWICK Management For For
1H ELECTION OF DIRECTOR: KENNETH I. SHINE M.D. Management For For
1I ELECTION OF DIRECTOR: GAIL R. WILENSKY PH.D. Management For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010.
03 SHAREHOLDER PROPOSAL CONCERNING DISCLOSURE OF LOBBYING Shareholder Against For
EXPENSES.
04 SHAREHOLDER PROPOSAL CONCERNING ADVISORY VOTE ON EXECUTIVE Shareholder Against For
COMPENSATION.
- --------------------------------------------------------------------------------
TIME WARNER CABLE INC
SECURITY 88732J207 MEETING TYPE Annual
TICKER SYMBOL TWC MEETING DATE 24-May-2010
ISIN US88732J2078 AGENDA 933236956 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: CAROLE BLACK Management For For
1B ELECTION OF DIRECTOR: GLENN A. BRITT Management For For
1C ELECTION OF DIRECTOR: THOMAS H. CASTRO Management For For
1D ELECTION OF DIRECTOR: DAVID C. CHANG Management For For
1E ELECTION OF DIRECTOR: JAMES E. COPELAND, JR. Management For For
1F ELECTION OF DIRECTOR: PETER R. HAJE Management For For
1G ELECTION OF DIRECTOR: DONNA A. JAMES Management For For
1H ELECTION OF DIRECTOR: DON LOGAN Management For For
1I ELECTION OF DIRECTOR: N.J. NICHOLAS, JR. Management For For
1J ELECTION OF DIRECTOR: WAYNE H. PACE Management For For
1K ELECTION OF DIRECTOR: EDWARD D. SHIRLEY Management For For
1L ELECTION OF DIRECTOR: JOHN E. SUNUNU Management For For
02 RATIFICATION OF AUDITORS Management For For
- --------------------------------------------------------------------------------
DIAMOND OFFSHORE DRILLING, INC.
SECURITY 25271C102 MEETING TYPE Annual
TICKER SYMBOL DO MEETING DATE 24-May-2010
ISIN US25271C1027 AGENDA 933246096 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 JAMES S. TISCH For For
2 LAWRENCE R. DICKERSON For For
3 JOHN R. BOLTON For For
4 CHARLES L. FABRIKANT For For
5 PAUL G. GAFFNEY II For For
6 EDWARD GREBOW For For
7 HERBERT C. HOFMANN For For
8 ARTHUR L. REBELL For For
9 RAYMOND S. TROUBH For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE Management For For
INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL YEAR 2010.
03 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME Management For For
BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 134
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
MAGNETEK, INC.
SECURITY 559424106 MEETING TYPE Special
TICKER SYMBOL MAG MEETING DATE 24-May-2010
ISIN US5594241060 AGENDA 933271722 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 AMEND MAGNETEK'S CERTIFICATE OF INCORPORATION TO EFFECT A Management For For
REVERSE STOCK SPLIT OF MAGNETEK'S COMMON STOCK AT ANY
WHOLE NUMBER RATIO BETWEEN 1-FOR-2 AND 1-FOR-10, WITH THE
FINAL DECISION ON THE EXACT RATIO AND TIMING OF THE
REVERSE STOCK SPLIT TO BE DETERMINED BY THE BOARD OF
DIRECTORS, BUT NOT LATER THAN DEC. 31, 2010.
- --------------------------------------------------------------------------------
MERCK & CO., INC.
SECURITY 58933Y105 MEETING TYPE Annual
TICKER SYMBOL MRK MEETING DATE 25-May-2010
ISIN US58933Y1055 AGENDA 933236920 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: LESLIE A. BRUN Management For For
1B ELECTION OF DIRECTOR: THOMAS R. CECH Management For For
1C ELECTION OF DIRECTOR: RICHARD T. CLARK Management For For
1D ELECTION OF DIRECTOR: THOMAS H. GLOCER Management For For
1E ELECTION OF DIRECTOR: STEVEN F. GOLDSTONE Management For For
1F ELECTION OF DIRECTOR: WILLIAM B. HARRISON, JR. Management For For
1G ELECTION OF DIRECTOR: HARRY R. JACOBSON Management For For
1H ELECTION OF DIRECTOR: WILLIAM N. KELLEY Management For For
1I ELECTION OF DIRECTOR: C. ROBERT KIDDER Management For For
1J ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Management For For
1K ELECTION OF DIRECTOR: CARLOS E. REPRESAS Management For For
1L ELECTION OF DIRECTOR: PATRICIA F. RUSSO Management For For
1M ELECTION OF DIRECTOR: THOMAS E. SHENK Management For For
1N ELECTION OF DIRECTOR: ANNE M. TATLOCK Management For For
1O ELECTION OF DIRECTOR: CRAIG B. THOMPSON Management For For
1P ELECTION OF DIRECTOR: WENDELL P. WEEKS Management For For
1Q ELECTION OF DIRECTOR: PETER C. WENDELL Management For For
02 RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
03 PROPOSAL TO ADOPT THE 2010 INCENTIVE STOCK PLAN. Management For For
04 PROPOSAL TO ADOPT THE 2010 NON-EMPLOYEE DIRECTORS STOCK Management For For
OPTION PLAN.
- --------------------------------------------------------------------------------
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
SECURITY 18451C109 MEETING TYPE Annual
TICKER SYMBOL CCO MEETING DATE 25-May-2010
ISIN US18451C1099 AGENDA 933267280 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: BLAIR E. HENDRIX Management For For
1B ELECTION OF DIRECTOR: DANIEL G. JONES Management For For
1C ELECTION OF DIRECTOR: SCOTT R. WELLS Management For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
TELEVISION BROADCASTS LTD
SECURITY Y85830100 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 26-May-2010
ISIN HK0511001957 AGENDA 702372284 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF Non-Voting
"ABSTAIN" WILL BE TREATED-THE SAME AS A "TAKE NO ACTION"
VOTE.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY Non-Voting
CLICKING ON THE URL LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/20100419/LTN2
0100419660.pdf
1 Receive the audited financial statements and the report of Management No Action
the Directors and the Independent Auditors' report for the
YE 31 DEC 2009
2 Approve to declare a final dividend for the YE 31 DEC 2009 Management No Action
3.1 Election of Ms. Vivien Chen Wai Wai as a Directors Management No Action
3.2 Election of Mr. Mark Lee Po On as a Directors Management No Action
4.1 Re-election of Dr. Norman Leung Nai Pang as a Director, Management No Action
who retires by rotation
4.2 Re-election of Mr. Edward Cheng Wai Sun as Director, who Management No Action
retires by rotation
5 Approve the Chairman's fee Management No Action
6 Approve to increase in Director's fee Management No Action
7 Re-appointment of PricewaterhouseCoopers as the Auditors Management No Action
of the Company and authorize Directors to fix their
remuneration
8 Grant a general mandate to Directors to issue additional Management No Action
shares
9 Grant a general mandate to Directors to repurchase issued Management No Action
shares
10 Authorize the Directors under Resolution 8 to extend the Management No Action
shares repurchased under the authority under Resolution 9
11 Approve to extend the book close period from 30 days to 60 Management No Action
days
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT Non-Voting
OF RESOLUTION 3. IF-YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLE-SS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 135
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
TELEVISION BROADCASTS LTD
SECURITY Y85830100 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 26-May-2010
ISIN HK0511001957 AGENDA 702373224 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF Non-Voting
"ABSTAIN" WILL BE TREATED T-HE SAME AS A "TAKE NO ACTION"
VOTE.
1 Approve and ratify the Short Form Agreement [as as Management No Action
specified], the transactions contemplated thereunder and
the cap amounts [as specified]
- --------------------------------------------------------------------------------
EXXON MOBIL CORPORATION
SECURITY 30231G102 MEETING TYPE Annual
TICKER SYMBOL XOM MEETING DATE 26-May-2010
ISIN US30231G1022 AGENDA 933239267 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 M.J. BOSKIN For For
2 P. BRABECK-LETMATHE For For
3 L.R. FAULKNER For For
4 J.S. FISHMAN For For
5 K.C. FRAZIER For For
6 W.W. GEORGE For For
7 M.C. NELSON For For
8 S.J. PALMISANO For For
9 S.S REINEMUND For For
10 R.W. TILLERSON For For
11 E.E. WHITACRE, JR. For For
02 RATIFICATION OF INDEPENDENT AUDITORS (PAGE 52) Management For For
03 SPECIAL SHAREHOLDER MEETINGS (PAGE 54) Shareholder Against For
04 INCORPORATE IN NORTH DAKOTA (PAGE 55) Shareholder Against For
05 SHAREHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION (PAGE Shareholder Against For
56)
06 AMENDMENT OF EEO POLICY (PAGE 57) Shareholder Against For
07 POLICY ON WATER (PAGE 59) Shareholder Against For
08 WETLANDS RESTORATION POLICY (PAGE 60) Shareholder Against For
09 REPORT ON CANADIAN OIL SANDS (PAGE 62) Shareholder Against For
10 REPORT ON NATURAL GAS PRODUCTION (PAGE 64) Shareholder Against For
11 REPORT ON ENERGY TECHNOLOGY (PAGE 65) Shareholder Against For
12 GREENHOUSE GAS EMISSIONS GOALS (PAGE 67) Shareholder Against For
13 PLANNING ASSUMPTIONS (PAGE 69) Shareholder Against For
- --------------------------------------------------------------------------------
CHEVRON CORPORATION
SECURITY 166764100 MEETING TYPE Annual
TICKER SYMBOL CVX MEETING DATE 26-May-2010
ISIN US1667641005 AGENDA 933241743 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: S.H. ARMACOST Management For For
1B ELECTION OF DIRECTOR: L.F. DEILY Management For For
1C ELECTION OF DIRECTOR: R.E. DENHAM Management For For
1D ELECTION OF DIRECTOR: R.J. EATON Management For For
1E ELECTION OF DIRECTOR: C. HAGEL Management For For
1F ELECTION OF DIRECTOR: E. HERNANDEZ Management For For
1G ELECTION OF DIRECTOR: F.G. JENIFER Management For For
1H ELECTION OF DIRECTOR: G.L. KIRKLAND Management For For
1I ELECTION OF DIRECTOR: S. NUNN Management For For
1J ELECTION OF DIRECTOR: D.B. RICE Management For For
1K ELECTION OF DIRECTOR: K.W. SHARER Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 136
The Gabelli Asset Fund
1L ELECTION OF DIRECTOR: C.R. SHOEMATE Management For For
1M ELECTION OF DIRECTOR: J.G. STUMPF Management For For
1N ELECTION OF DIRECTOR: R.D. SUGAR Management For For
1O ELECTION OF DIRECTOR: C. WARE Management For For
1P ELECTION OF DIRECTOR: J.S. WATSON Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Management For For
FIRM
03 AMENDMENT TO CHEVRON'S BY-LAWS TO REDUCE THE PERCENTAGE OF Management For For
STOCKHOLDINGS REQUIRED FOR STOCKHOLDERS TO CALL FOR
SPECIAL MEETINGS
04 APPOINTMENT OF AN INDEPENDENT DIRECTOR WITH ENVIRONMENTAL Shareholder Against For
EXPERTISE
05 HOLDING EQUITY-BASED COMPENSATION THROUGH RETIREMENT Shareholder Against For
06 DISCLOSURE OF PAYMENTS TO HOST GOVERNMENTS Shareholder Against For
07 GUIDELINES FOR COUNTRY SELECTION Shareholder Against For
08 FINANCIAL RISKS FROM CLIMATE CHANGE Shareholder Against For
09 HUMAN RIGHTS COMMITTEE Shareholder Against For
- --------------------------------------------------------------------------------
FEDERAL-MOGUL CORPORATION
SECURITY 313549404 MEETING TYPE Annual
TICKER SYMBOL FDML MEETING DATE 26-May-2010
ISIN US3135494041 AGENDA 933242606 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 CARL C. ICAHN For For
2 JOSE MARIA ALAPONT For For
3 GEORGE FELDENKREIS For For
4 VINCENT J. INTRIERI For For
5 J. MICHAEL LAISURE For For
6 KEITH A. MEISTER For For
7 DANIEL A. NINIVAGGI For For
8 DAVID S. SCHECHTER For For
9 NEIL S. SUBIN For For
10 JAMES H. VANDENBERGHE For For
02 APPROVAL OF THE FEDERAL-MOGUL CORPORATION 2010 STOCK Management For For
INCENTIVE PLAN.
- --------------------------------------------------------------------------------
EL PASO ELECTRIC COMPANY
SECURITY 283677854 MEETING TYPE Annual
TICKER SYMBOL EE MEETING DATE 26-May-2010
ISIN US2836778546 AGENDA 933244042 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 JOHN ROBERT BROWN For For
2 JAMES W. CICCONI For For
3 P.Z. HOLLAND-BRANCH For For
4 THOMAS K. SHOCKLEY For For
02 RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2010.
- --------------------------------------------------------------------------------
CBS CORPORATION
SECURITY 124857103 MEETING TYPE Annual
TICKER SYMBOL CBSA MEETING DATE 26-May-2010
ISIN US1248571036 AGENDA 933244206 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 DAVID R. ANDELMAN For For
2 JOSEPH A. CALIFANO, JR. For For
3 WILLIAM S. COHEN For For
4 GARY L. COUNTRYMAN For For
5 CHARLES K. GIFFORD For For
6 LEONARD GOLDBERG For For
7 BRUCE S. GORDON For For
8 LINDA M. GRIEGO For For
9 ARNOLD KOPELSON For For
10 LESLIE MOONVES For For
11 DOUG MORRIS For For
12 SHARI REDSTONE For For
13 SUMNER M. REDSTONE For For
14 FREDERIC V. SALERNO For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2010.
03 A PROPOSAL TO RE-APPROVE THE MATERIAL TERMS OF THE Management For For
PERFORMANCE GOALS IN THE COMPANY'S SENIOR EXECUTIVE
SHORT-TERM INCENTIVE PLAN.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 137
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
CTS CORPORATION
SECURITY 126501105 MEETING TYPE Annual
TICKER SYMBOL CTS MEETING DATE 26-May-2010
ISIN US1265011056 AGENDA 933251655 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 W.S. CATLOW For For
2 L.J. CIANCIA For For
3 T.G. CODY For For
4 P.K. COLLAWN For For
5 R.R. HEMMINGHAUS For For
6 M.A. HENNING For For
7 V.M. KHILNANI For For
8 R.A. PROFUSEK For For
02 RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS Management For For
CTS' INDEPENDENT AUDITOR.
- --------------------------------------------------------------------------------
TELEPHONE AND DATA SYSTEMS, INC.
SECURITY 879433100 MEETING TYPE Annual
TICKER SYMBOL TDS MEETING DATE 26-May-2010
ISIN US8794331004 AGENDA 933260313 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 C.A. DAVIS For For
2 C.D. O'LEARY For For
3 G.L. SUGARMAN For For
4 H.S. WANDER For For
02 RATIFY ACCOUNTANTS FOR 2010. Management For For
03 SHAREHOLDER PROPOSAL RELATED TO CALLING OF MEETINGS BY Shareholder Against For
SHAREHOLDERS.
- --------------------------------------------------------------------------------
TELEPHONE AND DATA SYSTEMS, INC.
SECURITY 879433860 MEETING TYPE Annual
TICKER SYMBOL TDSS MEETING DATE 26-May-2010
ISIN US8794338603 AGENDA 933260325 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 C.A. DAVIS For For
2 C.D. O'LEARY For For
3 G.L. SUGARMAN For For
4 H.S. WANDER For For
- --------------------------------------------------------------------------------
AMPHENOL CORPORATION
SECURITY 032095101 MEETING TYPE Annual
TICKER SYMBOL APH MEETING DATE 26-May-2010
ISIN US0320951017 AGENDA 933261973 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 STANLEY L. CLARK For For
2 ANDREW E. LIETZ For For
3 MARTIN H. LOEFFLER For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT Management For For
PUBLIC ACCOUNTANTS OF THE COMPANY.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 138
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
FIDELITY NAT'L INFORMATION SERVICES INC
SECURITY 31620M106 MEETING TYPE Annual
TICKER SYMBOL FIS MEETING DATE 27-May-2010
ISIN US31620M1062 AGENDA 933244509 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 STEPHAN A. JAMES For For
2 JAMES NEARY For For
3 FRANK R. MARTIRE For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2010 FISCAL YEAR.
- --------------------------------------------------------------------------------
INTERPUBLIC GROUP OF COMPANIES, INC.
SECURITY 460690100 MEETING TYPE Annual
TICKER SYMBOL IPG MEETING DATE 27-May-2010
ISIN US4606901001 AGENDA 933253609 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: REGINALD K. BRACK Management For For
1B ELECTION OF DIRECTOR: JOCELYN CARTER-MILLER Management For For
1C ELECTION OF DIRECTOR: JILL M. CONSIDINE Management For For
1D ELECTION OF DIRECTOR: RICHARD A. GOLDSTEIN Management For For
1E ELECTION OF DIRECTOR: MARY J. STEELE GUILFOILE Management For For
1F ELECTION OF DIRECTOR: H. JOHN GREENIAUS Management For For
1G ELECTION OF DIRECTOR: WILLIAM T. KERR Management For For
1H ELECTION OF DIRECTOR: MICHAEL I. ROTH Management For For
1I ELECTION OF DIRECTOR: DAVID M. THOMAS Management For For
02 CONFIRM THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010
03 SHAREHOLDER PROPOSAL ON SPECIAL SHAREHOLDER MEETINGS Shareholder Against For
- --------------------------------------------------------------------------------
DEUTSCHE BANK AG
SECURITY D18190898 MEETING TYPE Annual
TICKER SYMBOL DB MEETING DATE 27-May-2010
ISIN DE0005140008 AGENDA 933274172 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
02 APPROPRIATION OF DISTRIBUTABLE PROFIT Management For For
03 RATIFICATION OF THE ACTS OF MANAGEMENT OF THE MANAGEMENT Management For For
BOARD FOR THE 2009 FINANCIAL YEAR
04 RATIFICATION OF THE ACTS OF MANAGEMENT OF THE SUPERVISORY Management For For
BOARD FOR THE 2009 FINANCIAL YEAR
05 ELECTION OF THE AUDITOR FOR THE 2010 FINANCIAL YEAR, Management For For
INTERIM ACCOUNTS
06 AUTHORIZATION TO ACQUIRE OWN SHARES FOR TRADING PURPOSES Management For For
(SECTION 71 (1) NO. 7 STOCK CORPORATION ACT)
07 AUTHORIZATION TO ACQUIRE OWN SHARES AND FOR THEIR USE WITH Management For For
THE POSSIBLE EXCLUSION OF PRE- EMPTIVE RIGHTS
08 AUTHORIZATION TO USE DERIVATIVES WITHIN FRAMEWORK OF Management For For
PURCHASE OF OWN SHARES, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT
09 APPROVAL OF THE COMPENSATION SYSTEM FOR THE MANAGEMENT Management For For
BOARD MEMBERS
10 AMENDMENT TO THE ARTICLES OF ASSOCIATION IN ACCORDANCE Management For For
WITH THE ACT IMPLEMENTING THE SHAREHOLDER'S RIGHTS
DIRECTIVE
11 AUTHORIZATION TO ISSUE PARTICIPATORY NOTES WITH WARRANTS Management For For
AND/OR CONVERTIBLE PARTICIPATORY NOTES, BONDS WITH
WARRANTS AND CONVERTIBLE BONDS, CREATION OF CONDITIONAL
CAPITAL AND AMENDMENT TO THE ARTICLES OF ASSOCIATION
12 APPROVAL OF THE CHANGE OF CONTROL AND PROFIT AND LOSS Management For For
TRANSFER AGREEMENTS AS WELL AS OF PROFIT AND LOSS TRANSFER
AGREEMENTS
13 APPROVAL OF THE NEW CONCLUSION OF CONTROL AND PROFIT AND Management For For
LOSS TRANSFER AGREEMENTS WITH DEUTSCHE BANK
AKTIENGESELLSCHAFT
CM1 COUNTER MOTION 1 Management
CM2 COUNTER MOTION 2 Management
CM3 COUNTER MOTION 3 Management
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 139
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
DEUTSCHE BANK AG
SECURITY D18190898 MEETING TYPE Annual
TICKER SYMBOL DB MEETING DATE 27-May-2010
ISIN DE0005140008 AGENDA 933285529 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
02 APPROPRIATION OF DISTRIBUTABLE PROFIT Management For For
03 RATIFICATION OF THE ACTS OF MANAGEMENT OF THE MANAGEMENT Management For For
BOARD FOR THE 2009 FINANCIAL YEAR
04 RATIFICATION OF THE ACTS OF MANAGEMENT OF THE SUPERVISORY Management For For
BOARD FOR THE 2009 FINANCIAL YEAR
05 ELECTION OF THE AUDITOR FOR THE 2010 FINANCIAL YEAR, Management For For
INTERIM ACCOUNTS
06 AUTHORIZATION TO ACQUIRE OWN SHARES FOR TRADING PURPOSES Management For For
(SECTION 71 (1) NO. 7 STOCK CORPORATION ACT)
07 AUTHORIZATION TO ACQUIRE OWN SHARES AND FOR THEIR USE WITH Management For For
THE POSSIBLE EXCLUSION OF PRE- EMPTIVE RIGHTS
08 AUTHORIZATION TO USE DERIVATIVES WITHIN FRAMEWORK OF Management For For
PURCHASE OF OWN SHARES, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT
09 APPROVAL OF THE COMPENSATION SYSTEM FOR THE MANAGEMENT Management For For
BOARD MEMBERS
10 AMENDMENT TO THE ARTICLES OF ASSOCIATION IN ACCORDANCE Management For For
WITH THE ACT IMPLEMENTING THE SHAREHOLDER'S RIGHTS
DIRECTIVE
11 AUTHORIZATION TO ISSUE PARTICIPATORY NOTES WITH WARRANTS Management For For
AND/OR CONVERTIBLE PARTICIPATORY NOTES, BONDS WITH
WARRANTS AND CONVERTIBLE BONDS, CREATION OF CONDITIONAL
CAPITAL AND AMENDMENT TO THE ARTICLES OF ASSOCIATION
12 APPROVAL OF THE CHANGE OF CONTROL AND PROFIT AND LOSS Management For For
TRANSFER AGREEMENTS AS WELL AS OF PROFIT AND LOSS TRANSFER
AGREEMENTS
13 APPROVAL OF THE NEW CONCLUSION OF CONTROL AND PROFIT AND Management For For
LOSS TRANSFER AGREEMENTS WITH DEUTSCHE BANK
AKTIENGESELLSCHAFT
CM1 COUNTER MOTION 1 Management
CM2 COUNTER MOTION 2 Management
CM3 COUNTER MOTION 3 Management
- --------------------------------------------------------------------------------
HSBC HOLDINGS PLC
SECURITY 404280406 MEETING TYPE Annual
TICKER SYMBOL HBC MEETING DATE 28-May-2010
ISIN US4042804066 AGENDA 933238506 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO RECEIVE THE REPORT AND ACCOUNTS FOR 2009 Management For For
02 TO APPROVE THE DIRECTORS' REMUNERATION REPORT FOR 2009 Management For For
3A TO RE-ELECT R A FAIRHEAD A DIRECTOR Management For For
3B TO RE-ELECT M F GEOGHEGAN A DIRECTOR Management For For
3C TO RE-ELECT S K GREEN A DIRECTOR Management For For
3D TO RE-ELECT G MORGAN A DIRECTOR Management For For
3E TO RE-ELECT N R N MURTHY A DIRECTOR Management For For
3F TO RE-ELECT S M ROBERTSON A DIRECTOR Management For For
3G TO RE-ELECT J L THORNTON A DIRECTOR Management For For
3H TO RE-ELECT SIR BRIAN WILLIAMSON A DIRECTOR Management For For
04 TO REAPPOINT THE AUDITOR AT REMUNERATION TO BE DETERMINED Management For For
BY THE GROUP AUDIT COMMITTEE
05 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Management For For
S6 TO DISAPPLY PRE-EMPTION RIGHTS (SPECIAL RESOLUTION) Management For For
S7 TO ALTER THE ARTICLES OF ASSOCIATION (SPECIAL RESOLUTION) Management For For
08 TO APPROVE THE EXTENSION OF THE TERM OF THE SHARE Management For For
INCENTIVE PLAN AND THE ESTABLISHMENT OF NEW SHARE
OWNERSHIP PLANS
S9 TO APPROVE GENERAL MEETINGS (OTHER THAN ANNUAL GENERAL Management For For
MEETINGS) BEING CALLED ON A MINIMUM OF 14 CLEAR DAYS'
NOTICE (SPECIAL RESOLUTION)
- --------------------------------------------------------------------------------
CONSTELLATION ENERGY GROUP, INC.
SECURITY 210371100 MEETING TYPE Annual
TICKER SYMBOL CEG MEETING DATE 28-May-2010
ISIN US2103711006 AGENDA 933241957 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: YVES C. DE BALMANN Management For For
1B ELECTION OF DIRECTOR: ANN C. BERZIN Management For For
1C ELECTION OF DIRECTOR: JAMES T. BRADY Management For For
1D ELECTION OF DIRECTOR: DANIEL CAMUS Management For For
1E ELECTION OF DIRECTOR: JAMES R. CURTISS Management For For
1F ELECTION OF DIRECTOR: FREEMAN A. HRABOWSKI, III Management For For
1G ELECTION OF DIRECTOR: NANCY LAMPTON Management For For
1H ELECTION OF DIRECTOR: ROBERT J. LAWLESS Management For For
1I ELECTION OF DIRECTOR: MAYO A. SHATTUCK III Management For For
1J ELECTION OF DIRECTOR: JOHN L. SKOLDS Management For For
1K ELECTION OF DIRECTOR: MICHAEL D. SULLIVAN Management For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
03 APPROVAL OF AMENDMENT & RESTATEMENT OF 2007 LONG-TERM Management Against Against
INCENTIVE PLAN, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
04 SHAREHOLDER PROPOSAL. Shareholder Against For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 140
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
VIVO PARTICIPACOES SA, SAO PAULO
SECURITY P9810G108 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 01-Jun-2010
ISIN BRVIVOACNOR1 AGENDA 702432838 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER
TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS
TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT
YOUR CLIENT SERVICE-REPRESENTATIVE
CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting
SAME AGENDA ITEM ARE-NOT ALLOWED. ONLY VOTES IN FAVOR
AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN- ARE ALLOWED.
THANK YOU
A Approve to decide regarding the protocol and justification Management For For
of merger of Telemig Celular S.A. into Vivo Participacoes
S.A., from here onward the protocol, signed by the
management of the Company and of Telemig Celular S.A.,
from here onward TC, having as its object the merger of
TC, a wholly owned subsidiary of the Company
B Approve to take cognizance of and ratify the appointment Management For For
made by the Managers of the Company and of TC of the
independent evaluation Company ERNST and Young Auditores
Independentes SS, as being responsible for the preparation
of the book valuation report of the assets of TC to be
transferred to the Company
C Approve to decide regarding the valuation report referred Management For For
to in item B above
D Approve to decide regarding the merger of TC into the Management For For
Company and its implementation
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN Non-Voting
MEETING DATE. IF YOU HAVE-ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU D-ECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------
MET-PRO CORPORATION
SECURITY 590876306 MEETING TYPE Annual
TICKER SYMBOL MPR MEETING DATE 02-Jun-2010
ISIN US5908763064 AGENDA 933247315 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 RAYMOND J. DE HONT For For
2 MICHAEL J. MORRIS For For
3 ROBIN L. WIESSMANN For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF MARCUM LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
TENARIS, S.A.
SECURITY 88031M109 MEETING TYPE Annual
TICKER SYMBOL TS MEETING DATE 02-Jun-2010
ISIN US88031M1099 AGENDA 933268662 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 CONSIDERATION OF BOARD'S MANAGEMENT REPORT AND Management For
CERTIFICATIONS AND THE INDEPENDENT AUDITORS' REPORTS FOR
YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007, AND THE
ANNUAL ACCOUNTS.
02 APPROVAL OF THE COMPANY'S CONSOLIDATED FINANCIAL Management For
STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND
2007.
03 APPROVAL OF THE COMPANY'S ANNUAL ACCOUNTS AS AT DECEMBER Management For
31, 2009.
04 ALLOCATION OF RESULTS AND APPROVAL OF DIVIDEND PAYMENT FOR Management For
THE YEAR ENDED DECEMBER 31, 2009.
05 DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE Management For
EXERCISE OF THEIR MANDATE DURING YEAR ENDED DECEMBER 31,
2009.
06 ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS. Management For
07 COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS. Management For
08 APPOINTMENT OF THE INDEPENDENT AUDITORS FOR THE FISCAL Management For
YEAR ENDING DECEMBER 31, 2010 AND APPROVAL OF THEIR FEES.
09 AUTHORISATION TO THE COMPANY, OR ANY SUBSIDIARY, TO FROM Management For
TIME TO TIME PURCHASE, ACQUIRE OR RECEIVE SHARES OF THE
COMPANY.
10 AUTHORISATION TO BOARD TO CAUSE DISTRIBUTION OF ALL Management For
SHAREHOLDER COMMUNICATIONS, INCLUDING SHAREHOLDER MEETING
& PROXY MATERIALS AND ANNUAL REPORTS TO SHAREHOLDERS, BY
ELECTRONIC MEANS.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 141
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
TELEFONICA, S.A.
SECURITY 879382208 MEETING TYPE Annual
TICKER SYMBOL TEF MEETING DATE 02-Jun-2010
ISIN US8793822086 AGENDA 933281191 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE INDIVIDUAL Management For For
ANNUAL ACCOUNTS, THE CONSOLIDATED FINANCIAL STATEMENTS AND
THE MANAGEMENT REPORT OF TELEFONICA, S.A AND OF ITS
CONSOLIDATED GROUP OF COMPANIES, AS WELL AS OF THE
PROPOSED ALLOCATION OF THE PROFITS/LOSSES OF TELEFONICA,
S.A. AND THE MANAGEMENT OF ITS BOARD OF DIRECTORS, ALL
WITH RESPECT TO FISCAL YEAR 2009.
02 COMPENSATION OF SHAREHOLDERS: DISTRIBUTION OF A DIVIDEND Management For For
TO BE CHARGED TO UNRESTRICTED RESERVES.
03 AUTHORIZATION FOR THE ACQUISITION OF THE COMPANY'S OWN Management For For
SHARES, DIRECTLY OR THROUGH COMPANIES OF THE GROUP.
04 DELEGATION TO THE BOARD OF DIRECTORS OF THE POWER TO ISSUE Management For For
DEBENTURES, BONDS, NOTES AND OTHER FIXED-INCOME
SECURITIES, BE THEY SIMPLE, EXCHANGEABLE AND/OR
CONVERTIBLE, GRANTING THE BOARD, IN THE LAST CASE, THE
POWER TO EXCLUDE PRE- EMPTIVE RIGHTS OF SHAREHOLDERS, AS
WELL AS POWER TO ISSUE PREFERRED SHARES AND THE POWER TO
GUARANTEE ISSUANCES BY THE COMPANIES OF THE GROUP.
05 RE-ELECTION OF THE AUDITOR FOR FISCAL YEAR 2010. Management For For
06 DELEGATION OF POWERS TO FORMALIZE, INTERPRET, CORRECT AND Management For For
IMPLEMENT THE RESOLUTIONS ADOPTED BY THE GENERAL
SHAREHOLDERS' MEETING.
- --------------------------------------------------------------------------------
TENARIS, S.A.
SECURITY 88031M109 MEETING TYPE Annual
TICKER SYMBOL TS MEETING DATE 02-Jun-2010
ISIN US88031M1099 AGENDA 933284351 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 CONSIDERATION OF BOARD'S MANAGEMENT REPORT AND Management For
CERTIFICATIONS AND THE INDEPENDENT AUDITORS' REPORTS FOR
YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007, AND THE
ANNUAL ACCOUNTS.
02 APPROVAL OF THE COMPANY'S CONSOLIDATED FINANCIAL Management For
STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND
2007.
03 APPROVAL OF THE COMPANY'S ANNUAL ACCOUNTS AS AT DECEMBER Management For
31, 2009.
04 ALLOCATION OF RESULTS AND APPROVAL OF DIVIDEND PAYMENT FOR Management For
THE YEAR ENDED DECEMBER 31, 2009.
05 DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE Management For
EXERCISE OF THEIR MANDATE DURING YEAR ENDED DECEMBER 31,
2009.
06 ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS. Management For
07 COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS. Management For
08 APPOINTMENT OF THE INDEPENDENT AUDITORS FOR THE FISCAL Management For
YEAR ENDING DECEMBER 31, 2010 AND APPROVAL OF THEIR FEES.
09 AUTHORISATION TO THE COMPANY, OR ANY SUBSIDIARY, TO FROM Management For
TIME TO TIME PURCHASE, ACQUIRE OR RECEIVE SHARES OF THE
COMPANY.
10 AUTHORISATION TO BOARD TO CAUSE DISTRIBUTION OF ALL Management For
SHAREHOLDER COMMUNICATIONS, INCLUDING SHAREHOLDER MEETING
& PROXY MATERIALS AND ANNUAL REPORTS TO SHAREHOLDERS, BY
ELECTRONIC MEANS.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 142
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
ORIENT-EXPRESS HOTELS LTD.
SECURITY G67743107 MEETING TYPE Annual
TICKER SYMBOL OEH MEETING DATE 03-Jun-2010
ISIN BMG677431071 AGENDA 933251807 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 JOHN D. CAMPBELL For For
2 MITCHELL C. HOCHBERG For For
3 JAMES B. HURLOCK For For
4 PRUDENCE M. LEITH For For
5 J. ROBERT LOVEJOY For For
6 GEORG R. RAFAEL For For
7 JAMES B. SHERWOOD For For
8 PAUL M. WHITE For For
2 AMENDMENT OF THE COMPANY'S 2009 SHARE AWARD AND INCENTIVE Management For For
PLAN TO INCREASE THE NUMBER OF CLASS A COMMON SHARES
AUTHORIZED FOR ISSUANCE UNDER THE PLAN.
3 APPOINTMENT OF DELOITTE LLP AS THE COMPANY'S INDEPENDENT Management For For
AUDITOR UNTIL THE CLOSE OF THE 2011 ANNUAL GENERAL
MEETING, AND AUTHORIZATION OF THE AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS TO FIX THE INDEPENDENT AUDITOR'S
REMUNERATION.
- --------------------------------------------------------------------------------
DIRECTV
SECURITY 25490A101 MEETING TYPE Annual
TICKER SYMBOL DTV MEETING DATE 03-Jun-2010
ISIN US25490A1016 AGENDA 933253281 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 NEIL R. AUSTRIAN For For
2 RALPH F. BOYD, JR. For For
3 PAUL A. GOULD For For
4 CHARLES R. LEE For For
5 PETER A. LUND For For
6 GREGORY B. MAFFEI For For
7 JOHN C. MALONE For For
8 NANCY S. NEWCOMB For For
9 HAIM SABAN For For
10 MICHAEL D. WHITE For For
2 RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC Management For For
ACCOUNTANTS.
3 APPROVAL OF THE DIRECTV 2010 STOCK PLAN. Management Against Against
4 APPROVAL OF THE DIRECTV EXECUTIVE OFFICER CASH BONUS PLAN. Management For For
5 ADOPTION OF POLICY REQUIRING EXECUTIVES TO RETAIN 75% OF Shareholder Against For
ALL EQUITY-BASED COMPENSATION FOR 2 YEARS FOLLOWING
SEPARATION FROM DIRECTV.
- --------------------------------------------------------------------------------
INGERSOLL-RAND PLC
SECURITY G47791101 MEETING TYPE Annual
TICKER SYMBOL IR MEETING DATE 03-Jun-2010
ISIN IE00B6330302 AGENDA 933253647 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: A.C. BERZIN Management For For
1B ELECTION OF DIRECTOR: J. BRUTON Management For For
1C ELECTION OF DIRECTOR: J.L. COHON Management For For
1D ELECTION OF DIRECTOR: G.D. FORSEE Management For For
1E ELECTION OF DIRECTOR: P.C. GODSOE Management For For
1F ELECTION OF DIRECTOR: E.E. HAGENLOCKER Management For For
1G ELECTION OF DIRECTOR: C.J. HORNER Management For For
1H ELECTION OF DIRECTOR: M.W. LAMACH Management For For
1I ELECTION OF DIRECTOR: T.E. MARTIN Management For For
1J ELECTION OF DIRECTOR: O.R. SMITH Management For For
1K ELECTION OF DIRECTOR: R.J. SWIFT Management For For
1L ELECTION OF DIRECTOR: T.L. WHITE Management For For
02 APPROVAL OF AN ADVISORY PROPOSAL RELATING TO THE COMPANY'S Management For For
EXECUTIVE PAY-FOR-PERFORMANCE COMPENSATION POLICIES.
03 APPOINTMENT OF INDEPENDENT AUDITORS AND AUTHORIZATION OF Management For For
AUDIT COMMITTEE OF THE BOARD TO FIX THE AUDITORS'
REMUNERATION.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 143
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
LAS VEGAS SANDS CORP.
SECURITY 517834107 MEETING TYPE Annual
TICKER SYMBOL LVS MEETING DATE 03-Jun-2010
ISIN US5178341070 AGENDA 933254079 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 SHELDON G. ADELSON For For
2 IRWIN CHAFETZ For For
2 TO CONSIDER AND ACT UPON THE RATIFICATION OF THE SELECTION Management For For
OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
3 TO CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
SUSTAINABILITY REPORT.
4 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME Management For For
BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
- --------------------------------------------------------------------------------
TW TELECOM INC.
SECURITY 87311L104 MEETING TYPE Annual
TICKER SYMBOL TWTC MEETING DATE 03-Jun-2010
ISIN US87311L1044 AGENDA 933262482 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 GREGORY J. ATTORRI For For
2 SPENCER B. HAYS For For
3 LARISSA L. HERDA For For
4 KEVIN W. MOONEY For For
5 KIRBY G. PICKLE For For
6 ROSCOE C. YOUNG, II For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP TO SERVE Management For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
03 A STOCKHOLDER PROPOSAL REGARDING AN ADVISORY VOTE ON Shareholder Against For
EXECUTIVE COMPENSATION.
- --------------------------------------------------------------------------------
FLOWERS FOODS, INC.
SECURITY 343498101 MEETING TYPE Annual
TICKER SYMBOL FLO MEETING DATE 04-Jun-2010
ISIN US3434981011 AGENDA 933248747 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 DAVID V. SINGER* For For
2 FRANKLIN L. BURKE** For For
3 GEORGE E. DEESE** For For
4 MANUEL A. FERNANDEZ** For For
5 MELVIN T. STITH** For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
FLOWER FOODS, INC. FOR THE 2010 FISCAL YEAR.
- --------------------------------------------------------------------------------
WAL-MART STORES, INC.
SECURITY 931142103 MEETING TYPE Annual
TICKER SYMBOL WMT MEETING DATE 04-Jun-2010
ISIN US9311421039 AGENDA 933249939 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: AIDA M. ALVAREZ Management For For
1B ELECTION OF DIRECTOR: JAMES W. BREYER Management For For
1C ELECTION OF DIRECTOR: M. MICHELE BURNS Management For For
1D ELECTION OF DIRECTOR: JAMES I. CASH, JR. Management For For
1E ELECTION OF DIRECTOR: ROGER C. CORBETT Management For For
1F ELECTION OF DIRECTOR: DOUGLAS N. DAFT Management For For
1G ELECTION OF DIRECTOR: MICHAEL T. DUKE Management For For
1H ELECTION OF DIRECTOR: GREGORY B. PENNER Management For For
1I ELECTION OF DIRECTOR: STEVEN S REINEMUND Management For For
1J ELECTION OF DIRECTOR: H. LEE SCOTT, JR. Management For For
1K ELECTION OF DIRECTOR: ARNE M. SORENSON Management For For
1L ELECTION OF DIRECTOR: JIM C. WALTON Management For For
1M ELECTION OF DIRECTOR: S. ROBSON WALTON Management For For
1N ELECTION OF DIRECTOR: CHRISTOPHER J. WILLIAMS Management For For
1O ELECTION OF DIRECTOR: LINDA S. WOLF Management For For
02 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
ACCOUNTANTS
03 APPROVAL OF THE WAL-MART STORES, INC. STOCK INCENTIVE PLAN Management For For
OF 2010
04 APPROVAL OF THE ASDA LIMITED SHARESAVE PLAN 2000, AS Management For For
AMENDED
05 GENDER IDENTITY NON-DISCRIMINATION POLICY Shareholder Against For
06 ADVISORY VOTE ON EXECUTIVE COMPENSATION Shareholder Against For
07 POLITICAL CONTRIBUTIONS REPORT Shareholder Against For
08 SPECIAL SHAREOWNER MEETINGS Shareholder Against For
09 POULTRY SLAUGHTER Shareholder Against For
10 LOBBYING PRIORITIES REPORT Shareholder Against For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 144
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
CALAMOS ASSET MANAGEMENT, INC.
SECURITY 12811R104 MEETING TYPE Annual
TICKER SYMBOL CLMS MEETING DATE 04-Jun-2010
ISIN US12811R1041 AGENDA 933253560 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 G. BRADFORD BULKLEY For For
2 MITCHELL S. FEIGER For For
3 RICHARD W. GILBERT For For
4 ARTHUR L. KNIGHT For For
02 RATIFICATION OF THE APPOINTMENT OF MCGLADREY & PULLEN, LLP Management For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE COMPANY'S FISCAL YEAR ENDING DECEMBER 31,
2010.
- --------------------------------------------------------------------------------
MONSTER WORLDWIDE, INC.
SECURITY 611742107 MEETING TYPE Annual
TICKER SYMBOL MWW MEETING DATE 08-Jun-2010
ISIN US6117421072 AGENDA 933257582 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: SALVATORE IANNUZZI Management For For
1B ELECTION OF DIRECTOR: ROBERT J. CHRENC Management For For
1C ELECTION OF DIRECTOR: JOHN GAULDING Management For For
1D ELECTION OF DIRECTOR: EDMUND P. GIAMBASTIANI, JR. Management For For
1E ELECTION OF DIRECTOR: CYNTHIA P. MCCAGUE Management For For
1F ELECTION OF DIRECTOR: JEFFREY F. RAYPORT Management For For
1G ELECTION OF DIRECTOR: ROBERTO TUNIOLI Management For For
1H ELECTION OF DIRECTOR: TIMOTHY T. YATES Management For For
02 RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN, LLP AS Management For For
MONSTER WORLDWIDE, INC.'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31,
2010
- --------------------------------------------------------------------------------
FORTRESS INVESTMENT GROUP
SECURITY 34958B106 MEETING TYPE Annual
TICKER SYMBOL FIG MEETING DATE 08-Jun-2010
ISIN US34958B1061 AGENDA 933261389 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 PETER L. BRIGER, JR. For For
2 WESLEY R. EDENS For For
3 DOUGLAS L. JACOBS For For
4 DANIEL H. MUDD For For
2 PROPOSAL TO APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR
2010.
- --------------------------------------------------------------------------------
CHINA MENGNIU DAIRY CO LTD
SECURITY G21096105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 09-Jun-2010
ISIN KYG210961051 AGENDA 702408469 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 Approve the audited financial statements and the reports Management For For
of the Directors and the Independent Auditors FYE 31 DEC
2009
2 Approve the proposed final dividend Management For For
3 A Re-elect Mr. Niu Gensheng as Director and authorize the Management For For
Board of Directors of the Company to fix his remuneration
3 B Re-elect Mr. Wu Jingshui as Director and authorize the Management For For
Board of Directors of the Company to fix his remuneration
3 C Re-elect Mr. Ding Sheng as Director and authorize the Management For For
Board of Directors of the Company to fix his remuneration
3 D Re-elect Mr. Jiao Shuge as a Director and authorize the Management For For
Board of Directors of the Company to fix his remuneration
3 E Re-elect Mr. Julian Juul Wolhardt as a Director and Management For For
authorize the Board of Directors of the Company to fix his
remuneration
3 F Re-elect Mr. Ma Wangjun as a Director and authorize the Management For For
Board of Directors of the Company to fix his remuneration
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 145
The Gabelli Asset Fund
3 G Re-elect Mr. Zhang Julin as a Director and authorize the Management For For
Board of Directors of the Company to fix his remuneration
4 Re-appoint Ernst & Young as the Auditors of the Company Management For For
and authorize the Board of Directors to fix their
remuneration
5 Authorize the Directors to repurchase shares in the Management For For
Company not exceeding 10% of the issued share capital of
the Company
6 Authorize the Directors to allot, issue and deal with Management For For
additional shares not exceeding 20% of the issued share
capital of the Company
7 Authorize the Directors to allot, issue and deal with Management For For
additional shares in the Company to include the nominal
amount of shares repurchased under Resolution 5, if passed
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting
FAVOR' OR 'AGAINST' FOR-ALL RESOLUTIONS. THANK YOU.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY Non-Voting
CLICKING ON THE URL LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/20100429/LTN2
01004291779.pdf
- --------------------------------------------------------------------------------
TINGYI (CAYMAN ISLANDS) HOLDING CORP
SECURITY G8878S103 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 09-Jun-2010
ISIN KYG8878S1030 AGENDA 702430769 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting
FAVOR' OR 'AGAINST'-ONLY FOR ALL RESOLUTIONS. THANK YOU.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY Non-Voting
CLICKING ON THE URL LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/20100504/LTN2
0100504252.pdf
1 Receive the audited accounts and the reports of the Management For For
Directors and Auditors for the YE 31 DEC 2009
2 Declare the payment of a final dividend for the YE 31 DEC Management For For
2009
3.1.a Re-election of Mr. Takeshi Ida as a Director, who retires Management For For
and authorize the Directors to fix their remuneration
3.1.b Re-election of Mr. Wei Ying-Chiao as a Director, who Management For For
retires and authorize the Directors to fix their
remuneration
3.1.c Re-election of Mr. Lee Tiong-Hock as a Director, who Management For For
retires and authorize the Directors to fix their
remuneration
3.2 Appointment of Mr. Michihiko Ota as Director and authorize Management For For
the Directors to fix his remuneration
4 Re-appointment of Auditors of the Company and authorize Management For For
the Directors to fix their remuneration
5 Approve the general mandate for issue of shares Management For For
6 Approve the general mandate to repurchase shares in the Management For For
capital of the Company
7 Approve that the aggregate nominal amount of shares which Management For For
are repurchased by the Company shall be added to the
aggregate nominal amount of the shares which may be
allotted pursuant to the general mandate for issue of
shares
- --------------------------------------------------------------------------------
VIACOM INC.
SECURITY 92553P102 MEETING TYPE Annual
TICKER SYMBOL VIA MEETING DATE 09-Jun-2010
ISIN US92553P1021 AGENDA 933257746 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 GEORGE S. ABRAMS For For
2 PHILIPPE P. DAUMAN For For
3 THOMAS E. DOOLEY For For
4 ALAN C. GREENBERG For For
5 ROBERT K. KRAFT For For
6 BLYTHE J. MCGARVIE For For
7 CHARLES E. PHILLIPS, JR For For
8 SHARI REDSTONE For For
9 SUMNER M. REDSTONE For For
10 FREDERIC V. SALERNO For For
11 WILLIAM SCHWARTZ For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP TO SERVE AS INDEPENDENT AUDITOR FOR VIACOM INC. FOR
FISCAL YEAR 2010.
03 THE APPROVAL OF THE VIACOM INC. 2006 LONG-TERM MANAGEMENT Management For For
INCENTIVE PLAN, AS AMENDED AND RESTATED EFFECTIVE JANUARY
1, 2011.
04 THE APPROVAL OF THE VIACOM INC. 2011 STOCK OPTION PLAN FOR Management For For
OUTSIDE DIRECTORS.
05 THE APPROVAL OF THE VIACOM INC. 2011 RSU PLAN FOR OUTSIDE Management For For
DIRECTORS.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 146
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
DEVON ENERGY CORPORATION
SECURITY 25179M103 MEETING TYPE Annual
TICKER SYMBOL DVN MEETING DATE 09-Jun-2010
ISIN US25179M1036 AGENDA 933260185 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 JOHN RICHELS For For
02 RATIFY THE APPOINTMENT OF THE COMPANY'S INDEPENDENT Management For For
AUDITORS FOR 2010.
03 ADOPT SIMPLE MAJORITY VOTE. Shareholder Against For
- --------------------------------------------------------------------------------
FREEPORT-MCMORAN COPPER & GOLD INC.
SECURITY 35671D857 MEETING TYPE Annual
TICKER SYMBOL FCX MEETING DATE 09-Jun-2010
ISIN US35671D8570 AGENDA 933262064 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 RICHARD C. ADKERSON For For
2 ROBERT J. ALLISON, JR. For For
3 ROBERT A. DAY For For
4 GERALD J. FORD For For
5 H. DEVON GRAHAM, JR. For For
6 CHARLES C. KRULAK For For
7 BOBBY LEE LACKEY For For
8 JON C. MADONNA For For
9 DUSTAN E. MCCOY For For
10 JAMES R. MOFFETT For For
11 B. M. RANKIN, JR. For For
12 STEPHEN H. SIEGELE For For
2 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
3 ADOPTION OF THE AMENDED AND RESTATED 2006 STOCK INCENTIVE Management For For
PLAN.
4 STOCKHOLDER PROPOSAL REGARDING THE SELECTION OF A Shareholder Against For
CANDIDATE WITH ENVIRONMENTAL EXPERTISE TO BE RECOMMENDED
FOR ELECTION TO THE COMPANY'S BOARD OF DIRECTORS.
5 STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF A POLICY Shareholder Against For
REQUIRING SENIOR EXECUTIVES TO RETAIN SHARES ACQUIRED
THROUGH EQUITY COMPENSATION PROGRAMS UNTIL TWO YEARS
FOLLOWING TERMINATION OF THEIR EMPLOYMENT.
- --------------------------------------------------------------------------------
CATERPILLAR INC.
SECURITY 149123101 MEETING TYPE Annual
TICKER SYMBOL CAT MEETING DATE 09-Jun-2010
ISIN US1491231015 AGENDA 933262709 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 JOHN T. DILLON For For
2 JUAN GALLARDO For For
3 WILLIAM A. OSBORN For For
4 EDWARD B. RUST, JR. For For
5 SUSAN C. SCHWAB For For
02 RATIFY AUDITORS Management For For
03 AMEND 2006 LONG-TERM INCENTIVE PLAN Management Against Against
04 AMEND ARTICLES AND BYLAWS TO DECLASSIFY BOARD Management For For
05 AMEND ARTICLES AND BYLAWS TO ELIMINATE SUPERMAJORITY VOTE Management For For
REQUIREMENTS
06 STOCKHOLDER PROPOSAL - INDEPENDENT CHAIRMAN OF THE BOARD Shareholder Against For
07 STOCKHOLDER PROPOSAL - REVIEW GLOBAL CORPORATE STANDARDS Shareholder Against For
08 STOCKHOLDER PROPOSAL - SPECIAL STOCKHOLDER MEETINGS Shareholder Against For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 147
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
BIOGEN IDEC INC.
SECURITY 09062X103 MEETING TYPE Annual
TICKER SYMBOL BIIB MEETING DATE 09-Jun-2010
ISIN US09062X1037 AGENDA 933266036 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: NANCY L. LEAMING Management For For
1B ELECTION OF DIRECTOR: BRIAN S. POSNER Management For For
1C ELECTION OF DIRECTOR: ERIC K. ROWINSKY Management For For
1D ELECTION OF DIRECTOR: STEPHEN A. SHERWIN Management For For
02 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
BIOGEN IDEC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010.
03 TO APPROVE AN AMENDMENT TO THE BIOGEN IDEC INC. 2006 Management Against Against
NON-EMPLOYEE DIRECTORS EQUITY PLAN TO INCREASE THE NUMBER
OF SHARES AVAILABLE FOR ISSUANCE FROM 850,000 SHARES TO
1,600,000 SHARES.
- --------------------------------------------------------------------------------
KATY INDUSTRIES, INC.
SECURITY 486026107 MEETING TYPE Annual
TICKER SYMBOL KATY MEETING DATE 09-Jun-2010
ISIN US4860261076 AGENDA 933272267 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 ROBERT M. BARATTA For For
2 DANIEL B. CARROLL For For
3 WALLACE E. CARROLL, JR. For For
4 DAVID J. FELDMAN For For
02 TO RATIFY THE SELECTION OF UHY LLP AS THE INDEPENDENT Management For For
PUBLIC ACCOUNTANTS OF KATY.
- --------------------------------------------------------------------------------
FRANCE TELECOM
SECURITY 35177Q105 MEETING TYPE Annual
TICKER SYMBOL FTE MEETING DATE 09-Jun-2010
ISIN US35177Q1058 AGENDA 933279209 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS FOR THE Management For For
FINANCIAL YEAR ENDED DECEMBER 31, 2009
02 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE Management For For
FINANCIAL YEAR ENDED DECEMBER 31, 2009
03 ALLOCATION OF THE RESULT FOR THE FINANCIAL YEAR ENDED Management For For
DECEMBER 31, 2009, AS STATED IN THE ANNUAL FINANCIAL
STATEMENTS
04 APPROVAL OF THE AGREEMENT REFERRED TO IN ARTICLE L 225-38 Management For For
OF THE FRENCH COMMERCIAL CODE
05 APPROVAL OF THE AGREEMENTS REFERRED TO IN ARTICLE L 225-38 Management For For
OF THE FRENCH COMMERCIAL CODE
06 APPROVAL OF SUPPLEMENTAL AGREEMENT TO AGREEMENTS ENTERED Management For For
INTO WITH NOVALIS, PURSUANT TO THE LAST PARAGRAPH OF
ARTICLE L 225-42-1 OF THE FRENCH COMMERCIAL CODE
07 AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO Management For For
PURCHASE OR TRANSFER FRANCE TELECOM SHARES
08 APPOINTMENT OF MR. STEPHANE RICHARD AS DIRECTOR Management For For
09 ELECTION OF MR. MARC MAOUCHE AS DIRECTOR REPRESENTING THE Management For For
EMPLOYEE SHAREHOLDERS
10 ELECTION OF MR. JEAN-PIERRE BORDERIEUX AS DIRECTOR Management For For
REPRESENTING THE EMPLOYEE SHAREHOLDERS
11 DELEGATION OF POWERS OF ATTORNEY TO THE BOARD OF DIRECTORS Management For For
TO ISSUE SHARES RESERVED FOR PERSONS SIGNING A LIQUIDITY
CONTRACT WITH THE COMPANY IN THEIR CAPACITY AS HOLDER OF
SHARES OR STOCK OPTIONS OF ORANGE S.A.
12 DELEGATION OF POWERS OF ATTORNEY TO THE BOARD OF DIRECTORS Management For For
TO PROCEED WITH THE FREE ISSUANCE OF OPTION-BASED
LIQUIDITY INSTRUMENTS RESERVED FOR THOSE HOLDERS OF STOCK
13 AUTHORIZATION GIVEN TO THE BOARD OF DIRECTORS TO GRANT Management For For
SUBSCRIPTION AND/OR PURCHASE OPTIONS TO THE COMPANY'S SHARE
14 DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO Management For For
PROCEED WITH CAPITAL INCREASES RESERVED FOR MEMBERS OF
SAVINGS PLANS
15 AUTHORIZED TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE Management For For
CAPITAL THROUGH THE CANCELLATION OF SHARES
16 POWERS FOR FORMALITIES Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 148
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
COLDWATER CREEK INC.
SECURITY 193068103 MEETING TYPE Annual
TICKER SYMBOL CWTR MEETING DATE 14-Jun-2010
ISIN US1930681036 AGENDA 933262711 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 JAMES R. ALEXANDER For For
2 JERRY GRAMAGLIA For For
3 KAY ISAACSON-LEIBOWITZ For For
2 TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE CRITERIA Management For For
FOR EXECUTIVE INCENTIVE COMPENSATION.
3 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING JANUARY 29, 2011.
- --------------------------------------------------------------------------------
MGM MIRAGE
SECURITY 552953101 MEETING TYPE Annual
TICKER SYMBOL MGM MEETING DATE 15-Jun-2010
ISIN US5529531015 AGENDA 933259067 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 ROBERT H. BALDWIN For For
2 WILLIAM A. BIBLE For For
3 BURTON M. COHEN For For
4 WILLIE D. DAVIS For For
5 KENNY C. GUINN For For
6 ALEXIS M. HERMAN For For
7 ROLAND HERNANDEZ For For
8 KIRK KERKORIAN For For
9 ANTHONY MANDEKIC For For
10 ROSE MCKINNEY-JAMES For For
11 JAMES J. MURREN For For
12 DANIEL J. TAYLOR For For
13 MELVIN B. WOLZINGER For For
2 TO RATIFY THE SELECTION OF THE INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
2010.
3 TO AMEND AND RESTATE THE CERTIFICATE OF INCORPORATION OF Management For For
THE COMPANY TO CHANGE THE NAME OF THE COMPANY FROM "MGM
MIRAGE" TO "MGM RESORTS INTERNATIONAL".
4 TO CONSIDER A STOCKHOLDER PROPOSAL IF PRESENTED AT THE Shareholder Against For
ANNUAL MEETING.
5 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME Management Abstain
BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
- --------------------------------------------------------------------------------
INTERVAL LEISURE GROUP INC
SECURITY 46113M108 MEETING TYPE Annual
TICKER SYMBOL IILG MEETING DATE 15-Jun-2010
ISIN US46113M1080 AGENDA 933262595 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 CRAIG M. NASH For For
2 GREGORY R. BLATT For For
3 DAVID FLOWERS For For
4 GARY S. HOWARD For For
5 LEWIS J. KORMAN For For
6 THOMAS J. KUHN For For
7 THOMAS J. MCINERNEY For For
8 THOMAS P. MURPHY, JR. For For
9 AVY H. STEIN For For
02 TO APPROVE THE AMENDED AND RESTATED INTERVAL LEISURE Management For For
GROUP, INC. 2008 STOCK AND ANNUAL INCENTIVE PLAN.
03 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR INTERVAL
LEISURE GROUP FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 149
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
CLEARWIRE CORPORATION
SECURITY 18538Q105 MEETING TYPE Annual
TICKER SYMBOL CLWR MEETING DATE 15-Jun-2010
ISIN US18538Q1058 AGENDA 933267088 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 CRAIG O. MCCAW For For
2 JOSE A. COLLAZO For For
3 KEITH O. COWAN For For
4 PETER L.S. CURRIE For For
5 STEVEN L. ELFMAN For For
6 DENNIS S. HERSCH For For
7 DANIEL R. HESSE For For
8 FRANK IANNA For For
9 BRIAN P. MCANDREWS For For
10 WILLIAM T. MORROW For For
11 THEODORE H. SCHELL For For
12 ARVIND SODHANI For For
13 JOHN W. STANTON For For
2 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS CLEARWIRE CORPORATION'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR 2010.
- --------------------------------------------------------------------------------
IAC/INTERACTIVECORP
SECURITY 44919P508 MEETING TYPE Annual
TICKER SYMBOL IACI MEETING DATE 15-Jun-2010
ISIN US44919P5089 AGENDA 933268105 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 EDGAR BRONFMAN, JR. For For
2 BARRY DILLER For For
3 VICTOR A. KAUFMAN For For
4 DONALD R. KEOUGH* For For
5 BRYAN LOURD* For For
6 ARTHUR C. MARTINEZ For For
7 DAVID ROSENBLATT For For
8 ALAN G. SPOON* For For
9 A. VON FURSTENBERG For For
10 RICHARD F. ZANNINO For For
11 MICHAEL P. ZEISSER For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
IAC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
2010.
- --------------------------------------------------------------------------------
HELLENIC TELECOMMUNICATIONS ORGANIZATION S A
SECURITY X3258B102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 16-Jun-2010
ISIN GRS260333000 AGENDA 702449011 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 Approve the Management report of the Board of Directors, Management No Action
the audit report prepared by Certified Auditors on the
Separate and Consolidated Financial Statements of OTE S.A.
ended on 31 DEC 2009, as well as of the Annual Financial
Statements both Separate and Consolidated of the FY 2009
1/1/2009-31/12/2009 ; and the profit distribution and
dividend payment
2 Approve the exoneration of the members of the Board of Management No Action
Directors and the Auditors of all liability, for the FY
2009, pursuant to Article 35 of C.L.2190/1920
3 Appointment of Chartered Auditors for the Ordinary Audit Management No Action
of the financial statements of OTE S.A. both Separate and
Consolidated , in accordance with the International
Financial Reporting Standards, for the fiscal year 2010
and approve the determination of their fees
4 Approve the remuneration paid to the members of the Board Management No Action
of Directors, the Audit Committee and the Compensation &
Human Resources Committee for the fiscal year 2009 and
determination of their remuneration for the FY 2010
5 Approve the disbursement by OTE of an amount for public Management No Action
welfare purposes in lieu of the payment of a special
performance bonus in cash to the Chairman of the Board of
Directors and CEO for the FY 2009
6 Approve the renewal of the contract for the insurance Management No Action
coverage of the Company's members of the Board of
Directors and Officers against liabilities incurred in the
exercise of their responsibilities, duties or authorities
and granting of power to sign it
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 150
The Gabelli Asset Fund
7 Approve to grant the special permission by the General Management No Action
Meeting pursuant to Article 23a, paragraphs 2 and 4 of
C.L.2190/1920, for the approval of the amendment of terms
of contracts concluded between members of the Company's
Board of Directors and the Company
8 Approve the amendment of Article 2 Object of the Company's Management No Action
Articles of Incorporation in force, for the purpose of
expanding its business activities
9 Approve to grant the special permission by the General Management No Action
Meeting pursuant to Article 23a, para. 2 of C.L.2190/1920,
for the conclusion of a loan offered by the Deutsche
Telekom Group to OTE S.A., under financial terms and
conditions equal to or better than the financial terms and
conditions offered by a third party / Assignment of
relevant powers
10 Approve the announcement of the re-composition of the Management No Action
Board of Directors, according to Article 9 para 4 of the
Company's Articles of Incorporation
11 Appointment of members of the Audit Committee, pursuant to Management No Action
Article 37 of Law 3693/2008
12 Miscellaneous announcements Management No Action
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH Non-Voting
QUORUM, THERE WILL BE A-SECOND CALL ON 28 JUN 2010.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID
FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE
ALSO-ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE
QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU.
- --------------------------------------------------------------------------------
BRASIL TELECOM S.A.
SECURITY 10553M101 MEETING TYPE Special
TICKER SYMBOL BTM MEETING DATE 16-Jun-2010
ISIN US10553M1018 AGENDA 933279639 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO APPROVE NEW EXCHANGE RATIOS BETWEEN THE COMPANY AND Management For For
TELEMAR ANNOUNCED IN THE MATERIAL FACT DATED MARCH 25,
2010 (THE "NEW EXCHANGE RATIOS"), THAT WOULD APPLY IN THE
FINAL STEP OF THE PREVIOUSLY ANNOUNCED CORPORATE
REORGANIZATION INVOLVING THE COMPANY FOLLOWING THE
SEPARATE APPROVAL OF THE FINAL STEP OF THE CORPORATE
REORGANIZATION.
- --------------------------------------------------------------------------------
BRASIL TELECOM S.A.
SECURITY 10553M200 MEETING TYPE Special
TICKER SYMBOL BTMC MEETING DATE 16-Jun-2010
ISIN US10553M2008 AGENDA 933279639 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO APPROVE NEW EXCHANGE RATIOS BETWEEN THE COMPANY AND Management For For
TELEMAR ANNOUNCED IN THE MATERIAL FACT DATED MARCH 25,
2010 (THE "NEW EXCHANGE RATIOS"), THAT WOULD APPLY IN THE
FINAL STEP OF THE PREVIOUSLY ANNOUNCED CORPORATE
REORGANIZATION INVOLVING THE COMPANY FOLLOWING THE
SEPARATE APPROVAL OF THE FINAL STEP OF THE CORPORATE
REORGANIZATION.
- --------------------------------------------------------------------------------
JAMES RIVER COAL COMPANY
SECURITY 470355207 MEETING TYPE Annual
TICKER SYMBOL JRCC MEETING DATE 16-Jun-2010
ISIN US4703552079 AGENDA 933282028 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 LEONARD J. KUJAWA For For
2 PETER T. SOCHA For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
- --------------------------------------------------------------------------------
BRASIL TELECOM S.A.
SECURITY 10553M101 MEETING TYPE Annual
TICKER SYMBOL BTM MEETING DATE 16-Jun-2010
ISIN US10553M1018 AGENDA 933288157 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO APPROVE NEW EXCHANGE RATIOS BETWEEN THE COMPANY AND Management For For
TELEMAR ANNOUNCED IN THE MATERIAL FACT DATED MARCH 25,
2010 (THE "NEW EXCHANGE RATIOS"), THAT WOULD APPLY IN THE
FINAL STEP OF THE PREVIOUSLY ANNOUNCED CORPORATE
REORGANIZATION INVOLVING THE COMPANY FOLLOWING THE
SEPARATE APPROVAL OF THE FINAL STEP OF THE CORPORATE
REORGANIZATION.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 151
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
BRASIL TELECOM S.A.
SECURITY 10553M200 MEETING TYPE Annual
TICKER SYMBOL BTMC MEETING DATE 16-Jun-2010
ISIN US10553M2008 AGENDA 933288157 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO APPROVE NEW EXCHANGE RATIOS BETWEEN THE COMPANY AND Management For For
TELEMAR ANNOUNCED IN THE MATERIAL FACT DATED MARCH 25,
2010 (THE "NEW EXCHANGE RATIOS"), THAT WOULD APPLY IN THE
FINAL STEP OF THE PREVIOUSLY ANNOUNCED CORPORATE
REORGANIZATION INVOLVING THE COMPANY FOLLOWING THE
SEPARATE APPROVAL OF THE FINAL STEP OF THE CORPORATE
REORGANIZATION.
- --------------------------------------------------------------------------------
HELLENIC TELECOMMUNICATIONS ORG. S.A.
SECURITY 423325307 MEETING TYPE Annual
TICKER SYMBOL OTE MEETING DATE 16-Jun-2010
ISIN US4233253073 AGENDA 933298653 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 APPROVAL OF THE MANAGEMENT REPORT OF THE BOARD AND THE Management For For
AUDIT REPORT, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT
02 EXONERATION OF MEMBERS OF THE BOARD & AUDITORS OF ALL Management For For
LIABILITY, FOR FISCAL YEAR 2009, PURSUANT TO ARTICLE 35 OF
C.L.2190/1920
03 APPOINTMENT OF CHARTERED AUDITORS FOR THE ORDINARY AUDIT Management For For
OF THE FINANCIAL STATEMENTS OF OTE S.A. FOR THE FISCAL
YEAR 2010
04 APPROVAL OF THE REMUNERATION PAID TO THE MEMBERS OF THE Management For For
BOARD OF DIRECTORS, THE AUDIT COMMITTEE AND THE
COMPENSATION & HUMAN RESOURCES COMMITTEE FOR THE FISCAL
YEAR 2009 AND DETERMINATION OF THEIR REMUNERATION FOR THE
FISCAL YEAR 2010
05 APPROVAL OF DISBURSEMENT BY OTE OF AN AMOUNT FOR PUBLIC Management For For
WELFARE PURPOSES, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT
06 RENEWAL OF THE CONTRACT FOR THE INSURANCE COVERAGE OF THE Management For For
COMPANY'S MEMBERS OF THE BOARD OF DIRECTORS AND OFFICERS
07 AMENDMENT OF TERMS OF CONTRACTS BETWEEN BOARD AND COMPANY, Management For For
PURSUANT TO ARTICLE 23A, PARAS, 2 AND 4 OF C.L.2190/1920
08 AMENDMENT OF ARTICLE 2 OF COMPANY'S ARTICLES OF Management For For
INCORPORATION IN FORCE, FOR THE PURPOSE OF EXPANDING ITS
BUSINESS ACTIVITIES
09 GRANTING OF SPECIAL PERMISSION FOR THE CONCLUSION OF A Management For For
LOAN OFFERED BY THE DUETSCHE TELEKOM GROUP TP OTE S.A.,
PURSUANT TO ARTICLE 23A, PARA, 2 OF C.L.2190/1920
10 ANNOUNCEMENT OF RE-COMPOSITION OF BOARD OF DIRECTORS, Management For For
ACCORDING TO ARTICLE 9 PARA 4 OF THE COMPANY'S ARTICLES OF
INCORPORATION
11 APPOINTMENT OF MEMBERS OF THE AUDIT COMMITTEE, PURSUANT TO Management For For
ARTICLE 37 OF LAW 3693/2008
12 MISCELLANEOUS ANNOUNCEMENTS Management For For
- --------------------------------------------------------------------------------
CHURCHILL DOWNS INCORPORATED
SECURITY 171484108 MEETING TYPE Annual
TICKER SYMBOL CHDN MEETING DATE 17-Jun-2010
ISIN US1714841087 AGENDA 933258926 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 RICHARD L. DUCHOSSOIS For For
2 JAMES F. MCDONALD For For
3 SUSAN E. PACKARD For For
4 R. ALEX RANKIN For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR CHURCHILL DOWNS
INCORPORATED FOR THE YEAR ENDING DECEMBER 31, 2010
03 TO APPROVE THE MATERIAL TERMS OF PERFORMANCE GOALS AND Management For For
MAXIMUM AWARDS PAYABLE AS ESTABLISHED BY THE SPECIAL
SUBCOMMITTEE OF THE COMPENSATION COMMITTEE OF BOARD FOR
THE PAYMENT OF COMPENSATION TO ROBERT L. EVANS, WILLIAM C.
CARSTANJEN, WILLIAM E. MUDD, ROHIT THUKRAL & STEVEN P.
SEXTON UNDER CHURCHILL DOWNS INCORPORATED AMENDED &
RESTATED INCENTIVE COMPENSATION PLAN 1997
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 152
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
LIBERTY GLOBAL, INC.
SECURITY 530555101 MEETING TYPE Annual
TICKER SYMBOL LBTYA MEETING DATE 17-Jun-2010
ISIN US5305551013 AGENDA 933266226 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 MIRANDA CURTIS For For
2 JOHN W. DICK For For
3 J.C. SPARKMAN For For
4 J. DAVID WARGO For For
02 REAPPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS Management For For
UNDER THE LIBERTY GLOBAL, INC. 2005 INCENTIVE PLAN
03 RATIFICATION OF THE SELECTION OF KPMG LLP AS THE COMPANY'S Management For For
INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2010
- --------------------------------------------------------------------------------
NTT DOCOMO,INC.
SECURITY J59399105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 18-Jun-2010
ISIN JP3165650007 AGENDA 702452133 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Amend Articles to: Change Official Company Name to NTT Management For For
DOCOMO, INC., Change Business Lines
3.1 Appoint a Director Management For For
3.2 Appoint a Director Management For For
3.3 Appoint a Director Management For For
3.4 Appoint a Director Management For For
3.5 Appoint a Director Management For For
3.6 Appoint a Director Management For For
3.7 Appoint a Director Management For For
3.8 Appoint a Director Management For For
3.9 Appoint a Director Management For For
3.10 Appoint a Director Management For For
3.11 Appoint a Director Management For For
3.12 Appoint a Director Management For For
3.13 Appoint a Director Management For For
- --------------------------------------------------------------------------------
SONY CORPORATION
SECURITY 835699307 MEETING TYPE Annual
TICKER SYMBOL SNE MEETING DATE 18-Jun-2010
ISIN US8356993076 AGENDA 933277659 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 DIRECTOR Management
1 HOWARD STRINGER For For
2 RYOJI CHUBACHI For For
3 YOTARO KOBAYASHI For For
4 YOSHIAKI YAMAUCHI For For
5 PETER BONFIELD For For
6 FUJIO CHO For For
7 RYUJI YASUDA For For
8 YUKAKO UCHINAGA For For
9 MITSUAKI YAHAGI For For
10 TSUN-YAN HSIEH For For
11 ROLAND A. HERNANDEZ For For
12 KANEMITSU ANRAKU For For
13 YORIHIKO KOJIMA For For
14 OSAMU NAGAYAMA For For
02 TO ISSUE STOCK ACQUISITION RIGHTS FOR THE PURPOSE OF Management For For
GRANTING STOCK OPTIONS.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 153
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
COCA-COLA HBC S.A.
SECURITY 1912EP104 MEETING TYPE Annual
TICKER SYMBOL CCH MEETING DATE 21-Jun-2010
ISIN US1912EP1042 AGENDA 933294097 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 SUBMISSION OF THE MANAGEMENT REPORT BY THE BOARD & OF Management For For
AUDIT CERTIFICATE BY THE COMPANY'S CHARTERED
AUDITOR-ACCOUNTANT ON FINANCIAL STATEMENTS AND ACTIVITIES
FOR FISCAL YEAR ENDED.
02 SUBMISSION AND APPROVAL OF ANNUAL FINANCIAL STATEMENTS FOR Management For For
FISCAL YEAR 31.12.2009 AND CONSOLIDATED FINANCIAL
STATEMENTS.
03 RELEASE MEMBERS OF THE BOARD AND AUDITORS FROM ANY Management For For
LIABILITY FOR THEIR ACTIVITY DURING FISCAL YEAR ENDED ON
31.12.2009.
04 APPROVAL OF THE REMUNERATION OF THE MEMBERS OF THE BOARD Management For For
OF DIRECTORS FOR THEIR PARTICIPATION IN THE MEETINGS OF
BOARD OF DIRECTORS, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
05 ELECTION OF STATUTORY AUDITORS FOR THE FISCAL YEAR 2010 Management For For
(1.1.2010 - 31.12.2010) AND DETERMINATION OF THEIR FEES.
06 APPROVAL OF DISTRIBUTION OF PROFITS (DIVIDEND) FOR THE Management For For
FISCAL YEAR 2009.
07 APPROVAL OF THE ELECTION OF A NEW MEMBER OF BOARD OF Management For For
DIRECTORS TO REPLACE A MEMBER WHO RESIGNED FROM THE BOARD
OF DIRECTORS.
08 AMENDMENT OF ARTICLE 2 OF THE ARTICLES OF ASSOCIATION Management For For
REGARDING THE COMPANY'S OBJECTS.
09 AMENDMENT OF TERMS OF EXISTING PROGRAMMES FOR GRANTING OF Management For For
STOCK OPTIONS TO PERSONNEL AND ITS AFFILIATED COMPANIES,
PURSUANT TO ARTICLE 13, PARA. 13 OF CODIFIED LAW 2190/1920.
- --------------------------------------------------------------------------------
PETROLEO BRASILEIRO S.A. - PETROBRAS
SECURITY 71654V408 MEETING TYPE Special
TICKER SYMBOL PBR MEETING DATE 22-Jun-2010
ISIN US71654V4086 AGENDA 933296635 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 TO APPROVE THE MODIFICATION OF THE BYLAWS OF THE COMPANY, Management Against Against
ALL AS MORE FULLY DESCRIBED IN THE COMPANY'S WEBSITE.
- --------------------------------------------------------------------------------
LIANHUA SUPERMARKET HOLDINGS CO LTD
SECURITY Y5279F102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 23-Jun-2010
ISIN CNE1000003P2 AGENDA 702421431 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY Non-Voting
CLICKING ON THE URL LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/20100506/LTN2
01005061055.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE "IN Non-Voting
FAVOR" OR "AGAINST" FOR-ALL RESOLUTIONS. THANK YOU.
1 Approve the report of the Board of Directors of the Management For For
Company the "Board" for the YE 31 DEC 2009
2 Approve the report of the Supervisory Committee of the Management For For
Company for the YE 31 DEC 2009
3 Approve the consolidated audited financial statements of Management For For
the Company and the report of the international auditors
for the YE 31 DEC 2009
4 Approve the profit distribution proposal of the Company Management For For
and the relevant declaration and payment of a final
dividend of RMB0.16 per share (inclusive of tax) of the
Company for the YE 31 DEC 2009
5 Re-appointment of Shanghai Certified Public Accountants as Management For For
the Company's PRC Auditors and Deloitte Touche Tohmatsu as
the Company's International Auditors for the period from
the conclusion of the AGM of the Company for the year 2009
to the conclusion of the AGM of the Company for the year
2010 and authorize the Board to fix their respective
remuneration
6 Appointment of Mr. Tang Qi as the Executive Director if Management For For
the 3rd session of the Board
7 Other matters, if any Management Abstain For
S.1 Authorize the Board to issue, allot and deal with any Management For For
additional H Shares not exceeding the aggregate of 20% of
the aggregate nominal amount of the H Shares in issue at
the date of passing this resolution
S.2 Amend the Articles of Association of the Company and Management For For
authorize any two Executive Directors of the Board to make
further amendments to the Articles of Association in
accordance with the opinions of the relevant regulatory
authorities
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 154
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
YAKULT HONSHA CO.,LTD.
SECURITY J95468120 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 23-Jun-2010
ISIN JP3931600005 AGENDA 702486398 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1.1 Appoint a Director Management For For
1.2 Appoint a Director Management For For
1.3 Appoint a Director Management For For
1.4 Appoint a Director Management For For
1.5 Appoint a Director Management For For
1.6 Appoint a Director Management For For
1.7 Appoint a Director Management For For
1.8 Appoint a Director Management For For
1.9 Appoint a Director Management For For
1.10 Appoint a Director Management For For
1.11 Appoint a Director Management For For
1.12 Appoint a Director Management For For
1.13 Appoint a Director Management For For
1.14 Appoint a Director Management For For
1.15 Appoint a Director Management For For
1.16 Appoint a Director Management For For
1.17 Appoint a Director Management For For
1.18 Appoint a Director Management For For
1.19 Appoint a Director Management For For
1.20 Appoint a Director Management For For
1.21 Appoint a Director Management For For
1.22 Appoint a Director Management For For
1.23 Appoint a Director Management For For
1.24 Appoint a Director Management For For
1.25 Appoint a Director Management For For
1.26 Appoint a Director Management For For
2 Approve Abolition of Performance-based Compensations to Management For For
Operating Executive Officers
- --------------------------------------------------------------------------------
WEATHERFORD INTERNATIONAL LTD
SECURITY H27013103 MEETING TYPE Annual
TICKER SYMBOL WFT MEETING DATE 23-Jun-2010
ISIN CH0038838394 AGENDA 933282612 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 APPROVAL OF THE 2009 ANNUAL REPORT, THE CONSOLIDATED Management For For
FINANCIAL STATEMENTS OF WEATHERFORD INTERNATIONAL LTD. FOR
THE YEAR ENDED DECEMBER 31, 2009 AND THE STATUTORY
FINANCIAL STATEMENTS OF WEATHERFORD INTERNATIONAL LTD. FOR
THE YEAR ENDED DECEMBER 31, 2009.
02 DISCHARGE OF THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS Management For For
FROM LIABILITY FOR ACTIONS DURING THE YEAR ENDED DECEMBER
31, 2009.
3A ELECTION OF THE DIRECTOR: BERNARD J. DUROC- DANNER Management For For
3B ELECTION OF THE DIRECTOR: SAMUEL W. BODMAN, III Management For For
3C ELECTION OF THE DIRECTOR: DAVID J. BUTTERS Management For For
3D ELECTION OF THE DIRECTOR: NICHOLAS F. BRADY Management For For
3E ELECTION OF THE DIRECTOR: WILLIAM E. MACAULAY Management For For
3F ELECTION OF THE DIRECTOR: ROBERT B. MILLARD Management For For
3G ELECTION OF THE DIRECTOR: ROBERT K. MOSES, JR. Management For For
3H ELECTION OF THE DIRECTOR: GUILLERMO ORTIZ Management For For
3I ELECTION OF THE DIRECTOR: EMYR JONES PARRY Management For For
3J ELECTION OF THE DIRECTOR: ROBERT A. RAYNE Management For For
04 APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM FOR YEAR ENDING DECEMBER 31, 2010
AND THE RE-ELECTION OF ERNST & YOUNG LTD, ZURICH AS
STATUTORY AUDITOR FOR YEAR ENDING DECEMBER 31, 2010.
05 APPROVAL OF THE RECLASSIFICATION OF CHF 475 MILLION OF Management For For
LEGAL RESERVES (ADDITIONAL PAID-IN CAPITAL) TO OTHER
RESERVES.
06 APPROVAL OF AN AMENDMENT TO THE ARTICLES OF ASSOCIATION TO Management For For
EXTEND THE COMPANY'S AUTHORIZED SHARE CAPITAL TO JUNE 23,
2012 AND TO INCREASE ISSUABLE AUTHORIZED CAPITAL TO AN
AMOUNT EQUAL TO 50% OF STATED CAPITAL AS OF MAY 5, 2010.
07 APPROVAL OF AN AMENDMENT TO THE ARTICLES OF ASSOCIATION TO Management For For
INCREASE THE AMOUNT OF CONDITIONAL CAPITAL TO 50% OF
STATED CAPITAL AS OF MAY 5, 2010 AND TO SPECIFY IN THE
ARTICLES OF ASSOCIATION THE AMOUNT OF CONDITIONAL SHARE
CAPITAL THAT MAY BE ALLOCATED TO EACH CATEGORY OF
BENEFICIARY PROVIDED FOR IN THE ARTICLES.
08 APPROVAL OF THE WEATHERFORD INTERNATIONAL LTD. 2010 Management For For
OMNIBUS INCENTIVE PLAN.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 155
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
KIKKOMAN CORPORATION
SECURITY J32620106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 24-Jun-2010
ISIN JP3240400006 AGENDA 702461106 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
3. Appoint a Substitute Corporate Auditor Management For For
4. Decide the Gratis Allotment of New Share Subscription Management Against Against
Rights for the Takeover Defense Measure
- --------------------------------------------------------------------------------
LIBERTY MEDIA CORPORATION
SECURITY 53071M708 MEETING TYPE Annual
TICKER SYMBOL LSTZA MEETING DATE 24-Jun-2010
ISIN US53071M7083 AGENDA 933272964 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 MR. JOHN C. MALONE For For
2 MR. ROBERT R. BENNETT For For
3 MR. M. IAN G. GILCHRIST For For
4 MS. ANDREA L. WONG For For
2 PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2010 Management Against Against
INCENTIVE PLAN.
3 PROPOSAL TO RATIFY KPMG LLP AS LIBERTY MEDIA CORPORATION'S Management For For
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31,2010.
- --------------------------------------------------------------------------------
LIBERTY MEDIA CORPORATION
SECURITY 53071M104 MEETING TYPE Annual
TICKER SYMBOL LINTA MEETING DATE 24-Jun-2010
ISIN US53071M1045 AGENDA 933272964 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 MR. JOHN C. MALONE For For
2 MR. ROBERT R. BENNETT For For
3 MR. M. IAN G. GILCHRIST For For
4 MS. ANDREA L. WONG For For
2 PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2010 Management Against Against
INCENTIVE PLAN.
3 PROPOSAL TO RATIFY KPMG LLP AS LIBERTY MEDIA CORPORATION'S Management For For
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31,2010.
- --------------------------------------------------------------------------------
LIBERTY MEDIA CORPORATION
SECURITY 53071M302 MEETING TYPE Annual
TICKER SYMBOL LCAPA MEETING DATE 24-Jun-2010
ISIN US53071M3025 AGENDA 933272964 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 DIRECTOR Management
1 MR. JOHN C. MALONE For For
2 MR. ROBERT R. BENNETT For For
3 MR. M. IAN G. GILCHRIST For For
4 MS. ANDREA L. WONG For For
2 PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2010 Management Against Against
INCENTIVE PLAN.
3 PROPOSAL TO RATIFY KPMG LLP AS LIBERTY MEDIA CORPORATION'S Management For For
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31,2010.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 156
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
YAHOO! INC.
SECURITY 984332106 MEETING TYPE Annual
TICKER SYMBOL YHOO MEETING DATE 24-Jun-2010
ISIN US9843321061 AGENDA 933275073 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: CAROL BARTZ Management For For
1B ELECTION OF DIRECTOR: ROY J. BOSTOCK Management For For
1C ELECTION OF DIRECTOR: PATTI S. HART Management For For
1D ELECTION OF DIRECTOR: ERIC HIPPEAU Management For For
1E ELECTION OF DIRECTOR: SUSAN M. JAMES Management For For
1F ELECTION OF DIRECTOR: VYOMESH JOSHI Management For For
1G ELECTION OF DIRECTOR: ARTHUR H. KERN Management For For
1H ELECTION OF DIRECTOR: BRAD D. SMITH Management For For
1I ELECTION OF DIRECTOR: GARY L. WILSON Management For For
1J ELECTION OF DIRECTOR: JERRY YANG Management For For
02 APPROVAL OF AMENDMENTS TO THE COMPANY'S 1996 DIRECTORS' Management For For
STOCK PLAN.
03 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
04 SHAREHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION Shareholder Against For
ADVISORY VOTE, IF PROPERLY PRESENTED AT THE ANNUAL MEETING.
- --------------------------------------------------------------------------------
THE KROGER CO.
SECURITY 501044101 MEETING TYPE Annual
TICKER SYMBOL KR MEETING DATE 24-Jun-2010
ISIN US5010441013 AGENDA 933277685 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1A ELECTION OF DIRECTOR: REUBEN V. ANDERSON Management For For
1B ELECTION OF DIRECTOR: ROBERT D. BEYER Management For For
1C ELECTION OF DIRECTOR: DAVID B. DILLON Management For For
1D ELECTION OF DIRECTOR: SUSAN J. KROPF Management For For
1E ELECTION OF DIRECTOR: JOHN T. LAMACCHIA Management For For
1F ELECTION OF DIRECTOR: DAVID B. LEWIS Management For For
1G ELECTION OF DIRECTOR: W. RODNEY MCMULLEN Management For For
1H ELECTION OF DIRECTOR: JORGE P. MONTOYA Management For For
1I ELECTION OF DIRECTOR: CLYDE R. MOORE Management For For
1J ELECTION OF DIRECTOR: SUSAN M. PHILLIPS Management For For
1K ELECTION OF DIRECTOR: STEVEN R. ROGEL Management For For
1L ELECTION OF DIRECTOR: JAMES A. RUNDE Management For For
1M ELECTION OF DIRECTOR: RONALD L. SARGENT Management For For
1N ELECTION OF DIRECTOR: BOBBY S. SHACKOULS Management For For
02 APPROVAL OF AMENDMENT TO AMENDED ARTICLES OF INCORPORATION Management For For
TO REQUIRE MAJORITY VOTE FOR ELECTION OF DIRECTORS.
03 APPROVAL OF PRICEWATERHOUSECOOPERS LLP, AS AUDITORS. Management For For
04 APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, TO Shareholder Against For
RECOMMEND A REPORT ON CLIMATE CHANGE.
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 157
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
ABOVENET, INC.
SECURITY 00374N107 MEETING TYPE Annual
TICKER SYMBOL ABVT MEETING DATE 24-Jun-2010
ISIN US00374N1072 AGENDA 933282585 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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01 DIRECTOR Management
1 JEFFREY A. BRODSKY For For
2 MICHAEL J. EMBLER For For
3 WILLIAM G. LAPERCH For For
4 RICHARD POSTMA For For
5 RICHARD SHORTEN, JR. For For
6 STUART SUBOTNICK For For
02 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF THE Management For For
BOARD OF DIRECTORS OF BDO SEIDMAN, LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS OF THE COMPANY FOR ITS
FISCAL YEAR ENDING DECEMBER 31, 2010.
03 TO APPROVE AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF Management For For
INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK FROM 30,000,000 TO 200,000,000.
04 TO APPROVE THE 2010 EMPLOYEE STOCK PURCHASE PLAN. Management For For
05 TO RATIFY THE ADOPTION OF THE AMENDED AND RESTATED RIGHTS Management Against Against
AGREEMENT.
- --------------------------------------------------------------------------------
MATERIAL SCIENCES CORPORATION
SECURITY 576674105 MEETING TYPE Annual
TICKER SYMBOL MASC MEETING DATE 24-Jun-2010
ISIN US5766741053 AGENDA 933288006 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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01 DIRECTOR Management
1 TERRY L. BERNANDER For For
2 FRANK L. HOHMANN III For For
3 SAMUEL LICAVOLI For For
4 PATRICK J. MCDONNELL For For
5 CLIFFORD D. NASTAS For For
6 JOHN P. REILLY For For
7 DOMINICK J. SCHIANO For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE Management For For
COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
FEBRUARY 28, 2011.
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CAVCO INDUSTRIES, INC.
SECURITY 149568107 MEETING TYPE Annual
TICKER SYMBOL CVCO MEETING DATE 24-Jun-2010
ISIN AGENDA 933292891 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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01 DIRECTOR Management
1 DAVID A. GREENBLATT For For
02 THE RE-APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE Management For For
GOALS FOR SECTION 162(M) AWARDS UNDER THE CAVCO
INDUSTRIES, INC. 2005 STOCK INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR FOR Management For For
FISCAL 2011.
- --------------------------------------------------------------------------------
UNIVERSAL ENTERTAINMENT CORPORATION
SECURITY J94303104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Jun-2010
ISIN JP3126130008 AGENDA 702521748 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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1 Amend Articles to: Make Resolutions to Approve Management For For
Compensations to Directors, Corporate Auditors, and
Independent Auditors, Stipulate Auditors' Committee
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
3.1 Appoint a Corporate Auditor Management For For
3.2 Appoint a Corporate Auditor Management For For
3.3 Appoint a Corporate Auditor Management For For
4 Approve Provision of Retirement Allowance for Retired Management For For
Directors
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 158
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
KYOCERA CORPORATION
SECURITY 501556203 MEETING TYPE Annual
TICKER SYMBOL KYO MEETING DATE 25-Jun-2010
ISIN US5015562037 AGENDA 933296762 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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01 APPROVAL OF THE DISPOSITION OF SURPLUS (PLEASE SEE PAGE 3 Management For For
OF THE COMPANY'S NOTICE OF MEETING).
2A ELECTION OF TSUTOMU YAMORI (PLEASE SEE PAGE 4 OF THE Management For For
COMPANY'S NOTICE OF MEETING).
2B ELECTION OF OHTA YOSHIHITO (PLEASE SEE PAGE 4 OF THE Management For For
COMPANY'S NOTICE OF MEETING).
- --------------------------------------------------------------------------------
HELLENIC TELECOMMUNICATIONS ORGANIZATION S A
SECURITY X3258B102 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 28-Jun-2010
ISIN GRS260333000 AGENDA 702526344 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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PLEASE BE INFORMED THAT IN THE MEETING HELD ON 16 JUN Non-Voting
2010, ALL ITEMS OF THE A-GENDA WERE APPROVED, EXCEPT
RESOLUTION 8 DUE TO LACK OF THE QUORUM REQUIRED. T-HANK
YOU.
1. Approve the modification of Article 2 of the Company's Management No Action
Association referring to the Company's scope in order to
expand it's activities
- --------------------------------------------------------------------------------
ACCOR SA, COURCOURONNES
SECURITY F00189120 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 29-Jun-2010
ISIN FR0000120404 AGENDA 702450064 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
French Resident Shareowners must complete, sign and Non-Voting
forward the Proxy Card dir-ectly to the sub custodian.
Please contact your Client Service Representative-to
obtain the necessary card, account details and directions.
The followin-g applies to Non- Resident Shareowners: Proxy
Cards: Voting instructions will-be forwarded to the Global
Custodians that have become Registered Intermediar-ies, on
the Vote Deadline Date. In capacity as Registered
Intermediary, the Gl-obal Custodian will sign the Proxy
Card and forward to the local custodian. If-you are unsure
whether your Global Custodian acts as Registered
Intermediary,-please contact your representative
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE Non-Voting
OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE OF "ABSTAIN" WILL
BE TREATED AS AN "AGAINST" VOTE.
1. Approve the financial statements for the FY 2009 Management For For
2. Approve the consolidated financial statements for the FY Management For For
2009
3. Approve treatment of losses and dividends of EUR 1.05 per Management For For
share
4. Appointment of Mrs. Sophie Gasperment as a Board Member Management For For
5. Approve to renew Mr. Thomas J. Barrack's term as a Board Management For For
Member
6. Approve to renew Mr. Patrick Sayer's term as a Board Member Management For For
7. Approve remuneration of directors in the aggregate amount Management For For
of EUR 575,000
8. Approve the regulated Agreement (CNP) Management For For
9. Approve the regulated Agreement (Mr. Paul Dubrule and Mr Management For For
Gerard Pelisson)
10. Approve the regulated Agreement (Mr. Gilles Pelisson) Management For For
11. Approve the regulated Agreement (Mr. Jacques Stern) Management For For
12. Approve the regulated Agreement (Mr. Jacques Stern) Management For For
13. Grant authority to repurchase of up to 22,000,000 shares Management For For
E.14 Approve the reduction in share capital via cancellation of Management For For
repurchased shares
E.15 Acknowledge dissolution without liquidation of seih and Management For For
approve reduction of share capital by cancellation of
2,020,066 repurchased shares
E.16 Approve the spin off agreement with new services holding Management For For
re- services activities
E.17 Powers for the formalities Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT Non-Voting
OF RESOLUTION RESOLU-TION. CHANGE IN DIRECTOR NAME. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE-DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUC- TIONS. THANK YOU
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 159
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
NISSIN FOODS HOLDINGS CO.,LTD.
SECURITY J58063124 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2010
ISIN JP3675600005 AGENDA 702489306 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
3. Appoint a Substitute Corporate Auditor Management For For
4. Approve Renewal of Countermeasures to Large-Scale Management Against Against
Acquisitions of the Company's Shares
- --------------------------------------------------------------------------------
NINTENDO CO.,LTD.
SECURITY J51699106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2010
ISIN JP3756600007 AGENDA 702489609 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
3. Appoint a Corporate Auditor Management For For
- --------------------------------------------------------------------------------
TOKYO BROADCASTING SYSTEM HOLDINGS,INC.
SECURITY J86656105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2010
ISIN JP3588600001 AGENDA 702490424 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 Approve Appropriation of Profits Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
2.12 Appoint a Director Management For For
2.13 Appoint a Director Management For For
- --------------------------------------------------------------------------------
MORINAGA MILK INDUSTRY CO.,LTD.
SECURITY J46410114 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2010
ISIN JP3926800008 AGENDA 702495765 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1 Approve Appropriation of Profits Management For For
2 Allow Board to Authorize Use of Free Share Purchase Management Against Against
Warrants as Anti-Takeover Defense Measure
3 Appoint a Supplementary Auditor Management For For
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010 160
The Gabelli Asset Fund
- --------------------------------------------------------------------------------
MEIJI HOLDINGS CO.,LTD.
SECURITY J41729104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2010
ISIN JP3918000005 AGENDA 702499775 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1.1 Appoint a Director Management For For
1.2 Appoint a Director Management For For
1.3 Appoint a Director Management For For
1.4 Appoint a Director Management For For
1.5 Appoint a Director Management For For
1.6 Appoint a Director Management For For
1.7 Appoint a Director Management For For
1.8 Appoint a Director Management For For
1.9 Appoint a Director Management For For
1.10 Appoint a Director Management For For
2 Appoint Accounting Auditors Management For For
3 Appoint a Supplementary Auditor Management For For
4 Determine the Compensation to be received by Directors and Management For For
Corporate Auditors
PORTUGAL TELECOM SGPS SA, LISBOA
SECURITY X6769Q104 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 30-Jun-2010
ISIN PTPTC0AM0009 AGENDA 702506695 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
1. Approve to resolve on the proposal received from Management For For
Telefonica on 01 JUN 2010 regarding the acquisition of the
shares held by Companies of the Portugal Telecom Group in
Brasilcel, N.V., under the terms and at the price of the
current offer or at a higher price presented
- --------------------------------------------------------------------------------
ALLIANCEBERNSTEIN HLDG, L.P.
SECURITY 01881G106 MEETING TYPE Special
TICKER SYMBOL AB MEETING DATE 30-Jun-2010
ISIN US01881G1067 AGENDA 933289832 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ---------------------------------------------------------- ----------- --------- ----------------------
01 LONG TERM INCENTIVE PLAN Management Against Against
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant The Gabelli Asset Fund
By (Signature and Title)* /s/ Bruce N. Alpert
--------------------------------------------
Bruce N. Alpert, Principal Executive Officer
Date August 27, 2010
* Print the name and title of each signing officer under his or her
signature.