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 811-22041
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Gabelli 787 Fund, Inc.
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(Exact name of registrant as specified in charter)
One Corporate Center
Rye, NY 10580-1422
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(Address of principal executive offices) (Zip code)
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, NY 10580-1422
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(Name and address of agent for service)
Registrant's telephone number, including area code: 1-800-422-3554
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Date of fiscal year end: October 31
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Date of reporting period: July 1, 2010 - June 30, 2011
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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, 2010 TO JUNE 30, 2011
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 1
Investment Company Report
SENORX, INC.
SECURITY 81724W104 MEETING TYPE Special
TICKER SYMBOL SENO MEETING DATE 01-Jul-2010
ISIN US81724W1045 AGENDA 933299059 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For
AS OF MAY 4, 2010, AS IT MAY BE AMENDED FROM TIME TO
TIME, AMONG C.R. BARD, INC., A NEW JERSEY
CORPORATION ("BARD"), RAPTOR ACQUISITION CORP., A
DELAWARE CORPORATION AND INDIRECT WHOLLY OWNED
SUBSIDIARY OF BARD, AND SENORX, INC., A DELAWARE
CORPORATION ("SENORX"), PURSUANT TO WHICH SENORX
WILL BE ACQUIRED BY BARD.
02 A PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A Management For For
LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE
INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO ADOPT
THE AGREEMENT AND PLAN OF MERGER.
ASCENT MEDIA CORPORATION
SECURITY 043632108 MEETING TYPE Annual
TICKER SYMBOL ASCMA MEETING DATE 09-Jul-2010
ISIN US0436321089 AGENDA 933287028 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 PHILIP J. HOLTHOUSE For For
2 BRIAN C. MULLIGAN For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS Management For For
OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2010.
03 STOCKHOLDER PROPOSAL RELATING TO THE Shareholder For Against
REDEMPTION OF THE PREFERRED SHARE PURCHASE RIGHTS ISSUED
PURSUANT TO OUR RIGHTS AGREEMENT DATED SEPTEMBER 17, 2008,
AS AMENDED.
SEACLIFF CONSTRUCTION CORP.
SECURITY 81169Q109 MEETING TYPE Special
TICKER SYMBOL SCXFF MEETING DATE 09-Jul-2010
ISIN CA81169Q1090 AGENDA 933301943 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 RESOLUTIONS IN THE FORM SET FORTH IN APPENDIX A OF Management For For
THE MANAGEMENT INFORMATION CIRCULAR OF SEACLIFF DATED JUNE 9,
2010 (THE "CIRCULAR") TO APPROVE AN ARRANGEMENT
(THE "ARRANGEMENT") UNDER SECTION 288 OF THE BUSINESS
CORPORATIONS ACT (BRITISH COLUMBIA) INVOLVING, AMONG OTHER
THINGS, THE ACQUISITION BY 0880486 B.C. LTD., A
CORPORATION THAT IS WHOLLY-OWNED BY THE CHURCHILL
CORPORATION, OF ALL OF THE ISSUED AND OUTSTANDING COMMON
SHARES IN EXCHANGE FOR $17.14 IN CASH PER SHARE, ALL AS MORE
PARTICULARLY DESCRIBED IN THE CIRCULAR.
VIRTUAL RADIOLOGIC CORPORATION
SECURITY 92826B104 MEETING TYPE Special
TICKER SYMBOL VRAD MEETING DATE 12-Jul-2010
ISIN US92826B1044 AGENDA 933304420 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF MAY 16, 2010, BY AND AMONG
VIKING HOLDINGS LLC, VIKING ACQUISITION CORPORATION AND
VIRTUAL RADIOLOGIC CORPORATION AND THE MERGER CONTEMPLATED
THEREBY, AS IT MAY BE AMENDED FROM TIME TO TIME.
02 APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT OF Management For For
THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES PROPERLY CAST AT THE TIME OF THE MEETING TO APPROVE
AND ADOPT THE AGREEMENT AND PLAN OF MERGER.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 2
THE GREAT ATLANTIC & PACIFIC TEA CO INC.
SECURITY 390064103 MEETING TYPE Annual
TICKER SYMBOL GAP MEETING DATE 15-Jul-2010
ISIN US3900641032 AGENDA 933294237 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 PROPOSAL TO APPROVE AN AMENDMENT TO THE Management Against Against
COMPANY'S CHARTER TO INCREASE THE TOTAL NUMBER
OF SHARES OF COMMON STOCK WHICH THE COMPANY HAS AUTHORITY TO
ISSUE FROM 160,000,000 TO 260,000,000 SHARES.
02 DIRECTOR Management
1 B. GAUNT For For
2 D. KOURKOUMELIS For For
3 E. LEWIS For For
4 G. MAYS For For
5 M. B. TART-BEZER For For
03 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
CYBERSOURCE CORPORATION
SECURITY 23251J106 MEETING TYPE Special
TICKER SYMBOL CYBS MEETING DATE 20-Jul-2010
ISIN US23251J1060 AGENDA 933301955 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF APRIL 20, 2010, BY AND AMONG
VISA INC., MARKET ST. CORP. AND CYBERSOURCE
CORPORATION, PURSUANT TO WHICH CYBERSOURCE
WILL BE ACQUIRED BY VISA.
02 PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL Management For For
MEETING TO A LATER DATE OR TIME, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT
THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT
OR POSTPONEMENT TO ADOPT THE AGREEMENT AND PLAN OF MERGER.
PARK ELECTROCHEMICAL CORP.
SECURITY 700416209 MEETING TYPE Annual
TICKER SYMBOL PKE MEETING DATE 20-Jul-2010
ISIN US7004162092 AGENDA 933305686 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 DALE BLANCHFIELD For For
2 LLOYD FRANK For For
3 EMILY J. GROEHL For For
4 BRIAN E. SHORE For For
5 STEVEN T. WARSHAW For For
02 RATIFICATION OF APPOINTMENT OF GRANT THORNTON Management For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 27, 2011.
DOUBLE-TAKE SOFTWARE, INC.
SECURITY 258598101 MEETING TYPE Special
TICKER SYMBOL DBTK MEETING DATE 22-Jul-2010
ISIN US2585981010 AGENDA 933305333 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF MAY 17, 2010, AS IT MAY BE AMENDED FROM TIME TO
TIME, BY AND AMONG DOUBLE-TAKE SOFTWARE, INC., VISION
SOLUTIONS, INC. AND HA MERGER SUB, INC. (THE "AGREEMENT AND
PLAN OF MERGER").
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 APPROVE THE PROPOSAL TO ADOPT THE AGREEMENT AND
PLAN OF MERGER.
SONICWALL, INC.
SECURITY 835470105 MEETING TYPE Special
TICKER SYMBOL SNWL MEETING DATE 23-Jul-2010
ISIN US8354701059 AGENDA 933305864 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO APPROVE THE PRINCIPAL TERMS OF THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JUNE 2, 2010, AS MAY BE AMENDED FROM TIME
TO TIME, PURSUANT TO WHICH PSM MERGER SUB, INC., WILL MERGE
WITH AND INTO THE COMPANY AND THE COMPANY WILL BE ACQUIRED
BY PSM HOLDINGS 2, INC., THE MERGER AND AGREEMENT OF MERGER
TO BE FILED WITH THE CALIFORNIA SECRETARY OF STATE TO
COMPLETE THE MERGER.
02 TO VOTE TO ADJOURN THE SPECIAL MEETING IF Management For For
NECESSARY OR APPROPRIATE.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 3
NRG ENERGY, INC.
SECURITY 629377508 MEETING TYPE Annual
TICKER SYMBOL NRG MEETING DATE 28-Jul-2010
ISIN US6293775085 AGENDA 933300434 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A ELECTION OF DIRECTOR: KIRBYJON H. CALDWELL Management For For
1B ELECTION OF DIRECTOR: DAVID CRANE Management For For
1C ELECTION OF DIRECTOR: STEPHEN L. CROPPER Management For For
1D ELECTION OF DIRECTOR: KATHLEEN A. MCGINTY Management For For
1E ELECTION OF DIRECTOR: THOMAS H. WEIDEMEYER Management For For
02 APPROVAL OF THE NRG ENERGY, INC. AMENDED AND Management For For
RESTATED LONG-TERM INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
NRG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
NATIONAL DENTEX CORPORATION
SECURITY 63563H109 MEETING TYPE Special
TICKER SYMBOL NADX MEETING DATE 29-Jul-2010
ISIN US63563H1095 AGENDA 933307046 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 THE ADOPTION AND APPROVAL OF THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF APRIL 2, 2010, AMONG GDC HOLDINGS, INC.,
A DELAWARE CORPORATION ("PARENT"), ROYAL ACQUISITION CORP., A
DELAWARE CORPORATION AND AN INDIRECT WHOLLY OWNED SUBSIDIARY
OF PARENT ("MERGER SUB"), AND NATIONAL DENTEX CORPORATION,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
02 THE APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY, TO PERMIT NATIONAL DENTEX CORPORATION TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT
AND APPROVE THE AGREEMENT AND PLAN OF MERGER.
SCOTT WILSON GROUP PLC, BASINGSTOKE
SECURITY G79971100 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 30-Jul-2010
ISIN GB00B0WM2V87 AGENDA 702545142 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION Non-Voting
FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN
"FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO
VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL
BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT.
1 Approve the proposed Scheme of Arrangement referred to in the Management For For
notice convening the Court meeting dated 07 JUL 2010
SCOTT WILSON GROUP PLC, BASINGSTOKE
SECURITY G79971100 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 30-Jul-2010
ISIN GB00B0WM2V87 AGENDA 702545205 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
S.1 Approve the special resolution to give effect to the Scheme Management For For
of Arrangement dated 07 JUL 2010 as set out in the notice of
general meeting date 07 JUL 2010
WUXI PHARMATECH (CAYMAN) INC.
SECURITY 929352102 MEETING TYPE Special
TICKER SYMBOL WX MEETING DATE 05-Aug-2010
ISIN US9293521020 AGENDA 933308238 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 THE SCHEME OF ARRANGEMENT (AS REFERRED TO IN THE Management For For
NOTICE DATED JULY 1, 2010 CONVENING THE SCHEME MEETING) BE
AND HEREBY IS APPROVED.
ATS MEDICAL, INC.
SECURITY 002083103 MEETING TYPE Special
TICKER SYMBOL ATSI MEETING DATE 05-Aug-2010
ISIN US0020831030 AGENDA 933309646 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF APRIL 28, 2010, BY AND AMONG MEDTRONIC,
INC., PILGRIM MERGER CORPORATION AND ATS MEDICAL, INC.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES IN FAVOR OF APPROVAL OF THE MERGER AGREEMENT.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 4
SOUTHWEST WATER COMPANY
SECURITY 845331107 MEETING TYPE Annual
TICKER SYMBOL SWWC MEETING DATE 06-Aug-2010
ISIN US8453311073 AGENDA 933308822 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 ADOPTION OF MERGER AGREEMENT. Management For For
02 DIRECTOR Management
1 KIMBERLY ALEXY For For
2 BRUCE C. EDWARDS For For
3 LINDA GRIEGO For For
4 THOMAS IINO For For
5 WILLIAM D. JONES For For
6 MARK A. SWATEK For For
03 RATIFICATION OF THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31,
2010.
04 TO ADJOURN THE ANNUAL MEETING, IF NECESSARY, FOR THE PURPOSE Management For For
OF SOLICITING ADDITIONAL PROXIES IN FAVOR OF THE ADOPTION OF
THE MERGER AGREEMENT.
ODYSSEY HEALTHCARE, INC.
SECURITY 67611V101 MEETING TYPE Special
TICKER SYMBOL ODSY MEETING DATE 09-Aug-2010
ISIN US67611V1017 AGENDA 933309393 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO (I) APPROVE THE MERGER (THE "MERGER") OF GTO ACQUISITION Management For For
CORP., A WHOLLY-OWNED SUBSIDIARY OF GENTIVA HEALTH SERVICES,
INC. ("GENTIVA"), WITH AND INTO ODYSSEY, RESULTING IN ODYSSEY
BECOMING A WHOLLY-OWNED SUBSIDIARY OF GENTIVA, PURSUANT TO
THE AGREEMENT AND PLAN OF MERGER, AMONG ODYSSEY, GENTIVA AND
GTO ACQUISITION CORP., AND (II) ADOPT THE MERGER AGREEMENT.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, Management For For
TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE
MERGER AND ADOPT THE MERGER AGREEMENT.
SPARTAN STORES, INC.
SECURITY 846822104 MEETING TYPE Annual
TICKER SYMBOL SPTN MEETING DATE 11-Aug-2010
ISIN US8468221044 AGENDA 933305650 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1 DIRECTOR Management
1 CRAIG C. STURKEN For For
2 DENNIS EIDSON For For
3 F.J. MORGANTHALL, II For For
2 PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION Management For For
TO DECLASSIFY THE BOARD OF DIRECTORS AND PROVIDE FOR ANNUAL
ELECTIONS.
3 PROPOSAL TO AMEND ART. XIII OF THE ARTICLES OF Management For For
INCORPORATION TO LOWER THE SHAREHOLDER VOTE NEEDED TO CHANGE
THE BYLAWS.
4 PROPOSAL TO AMEND ART. XII(A) OF THE ARTICLES OF Management For For
INCORPORATION TO DELETE THE SHAREHOLDER VOTE NEEDED TO CHANGE
THE BYLAWS.
5 PROPOSAL TO APPROVE THE SPARTAN STORES, INC. Management For For
EXECUTIVE CASH INCENTIVE PLAN OF 2010.
06 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE
CURRENT FISCAL YEAR.
ACME COMMUNICATIONS, INC.
SECURITY 004631107 MEETING TYPE Annual
TICKER SYMBOL ACME MEETING DATE 12-Aug-2010
ISIN US0046311074 AGENDA 933310322 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 JAMIE KELLNER For For
2 DOUGLAS GEALY For For
3 THOMAS ALLEN For For
4 MICHAEL CORRIGAN For For
5 FREDERICK WASSERMAN For For
02 TO RATIFY THE APPOINTMENT OF MAYER HOFFMAN Management For For
MCCANN P.C. AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010.
03 IN ACCORDANCE WITH THE DISCRETION OF THE PROXY Management For For
HOLDERS, TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR
POSTPONEMENT(S) THEREOF.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 5
ALCON, INC.
SECURITY H01301102 MEETING TYPE Special
TICKER SYMBOL ACL MEETING DATE 16-Aug-2010
ISIN CH0013826497 AGENDA 933310512 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS (CONDITIONAL Management For For
RESOLUTION AS SET FORTH IN THE INVITATION): ENRICO VANNI
1B REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS (CONDITIONAL Management For For
RESOLUTION AS SET FORTH IN THE INVITATION): NORMAN WALKER
1C REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS (CONDITIONAL Management For For
RESOLUTION AS SET FORTH IN THE INVITATION): PAUL CHOFFAT
1D REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS (CONDITIONAL Management For For
RESOLUTION AS SET FORTH IN THE INVITATION): URS BAERLOCHER
1E REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS (CONDITIONAL Management For For
RESOLUTION AS SET FORTH IN THE INVITATION): JACQUES SEYDOUX
ALCON, INC.
SECURITY H01301102 MEETING TYPE Special
TICKER SYMBOL ACL MEETING DATE 16-Aug-2010
ISIN CH0013826497 AGENDA 933315170 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS (CONDITIONAL Management For For
RESOLUTION AS SET FORTH IN THE INVITATION): ENRICO VANNI
1B REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS (CONDITIONAL Management For For
RESOLUTION AS SET FORTH IN THE INVITATION): NORMAN WALKER
1C REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS (CONDITIONAL Management For For
RESOLUTION AS SET FORTH IN THE INVITATION): PAUL CHOFFAT
1D REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS (CONDITIONAL Management For For
RESOLUTION AS SET FORTH IN THE INVITATION): URS BAERLOCHER
1E REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS (CONDITIONAL Management For For
RESOLUTION AS SET FORTH IN THE INVITATION): JACQUES SEYDOUX
RUBIO'S RESTAURANTS, INC.
SECURITY 78116B102 MEETING TYPE Annual
TICKER SYMBOL RUBO MEETING DATE 23-Aug-2010
ISIN US78116B1026 AGENDA 933313063 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO CONSIDER AND VOTE ON A PROPOSAL TO ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 9,
2010, AS AMENDED BY THE AMENDMENT TO AGREEMENT
AND PLAN OF MERGER, DATED AS OF JULY 18, 2010,
AMONG RUBIO'S RESTAURANTS, INC., A DELAWARE
CORPORATION, MRRC MERGER CO., A DELAWARE
CORPORATION, AND MRRC HOLD CO., A DELAWARE
CORPORATION.
02 TO APPROVE A PROPOSAL TO ADJOURN THE ANNUAL Management For For
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN THE
EVENT THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF ADOPTION OF
THE MERGER AGREEMENT AT THE TIME OF THE ANNUAL MEETING.
03 DIRECTOR Management
1 DANIEL E. PITTARD For For
2 TIMOTHY J. RYAN For For
04 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 26, 2010.
GERDAU AMERISTEEL CORPORATION
SECURITY 37373P105 MEETING TYPE Special
TICKER SYMBOL GNA MEETING DATE 24-Aug-2010
ISIN CA37373P1053 AGENDA 933310497 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
A THE APPROVAL OF THE ARRANGEMENT RESOLUTION, THE Management For For
FULL TEXT OF WHICH IS ATTACHED AS EXHIBIT A TO THE
ACCOMPANYING MANAGEMENT PROXY CIRCULAR OF GERDAU AMERISTEEL
CORPORATION.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 6
SMITH INTERNATIONAL, INC.
SECURITY 832110100 MEETING TYPE Annual
TICKER SYMBOL SII MEETING DATE 24-Aug-2010
ISIN US8321101003 AGENDA 933314356 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO APPROVE THE PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF FEBRUARY 21, 2010,
AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG
SCHLUMBERGER LIMITED, TURNBERRY MERGER SUB INC.,
AND SMITH INTERNATIONAL, INC.
02 DIRECTOR Management
1 JAMES R. GIBBS For For
2 DUANE C. RADTKE For For
3 JOHN YEARWOOD For For
03 TO APPROVE THE SMITH INTERNATIONAL, INC. 1989 LONG- Management For For
TERM INCENTIVE COMPENSATION PLAN, AS AMENDED AND
RESTATED.
04 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS SMITH'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2010.
05 TO APPROVE THE ADJOURNMENT OF SMITH'S ANNUAL Management For For
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE
TIME OF THE ANNUAL MEETING.
TOMKINS PLC, LONDON
SECURITY G89158136 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 31-Aug-2010
ISIN GB0008962655 AGENDA 702567059 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION Non-Voting
FOR THIS MEETING TYPE. PLE-ASE CHOOSE BETWEEN
"FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO
VOTE ABSTAIN-FOR THIS MEETING THEN YOUR VOTE WILL
BE DISREGARDED BY THE ISSUER OR ISSUERS-AGENT.
1. Approve a scheme of arrangement [the "Scheme of Management For For
Arrangement"] proposed to be made between the Company and
the holders of Independent Scheme Shares and Executive Team
Shares
TOMKINS PLC, LONDON
SECURITY G89158136 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 31-Aug-2010
ISIN GB0008962655 AGENDA 702567061 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
S.1 Approve, for the purpose of giving effect to the scheme of Management For For
arrangement dated 06 AUG 2010 between the Company and the
holders of the Scheme Shares (as specified in the said
scheme of arrangement), a print of which has been produced
to this meeting and for the purposes of identification signed
by the Chairman hereof, in its original form or subject to
such modification, addition or condition as may be agreed
between the Company and Pinafore Acquisition Limited
("Pinafore") and approved or imposed by the Court (the
"Scheme"): authorize the Directors of the Company to take all
such action as they may consider necessary or appropriate for
carrying the scheme into effect; the share capital of the
company be reduced by canceling and extinguishing all of the
Cancellation Shares (as specified in the Scheme); subject to
and forthwith upon the reduction of share capital referred to
in Paragraph (B) above taking effect and, if appropriate, the
Company being re-registered as a private Company pursuant to
Section 651 of the Companies Act 2006 and notwithstanding
anything to the contrary in the Articles of Association of the
Company: the reserve arising in the books of account of the
Company as a result of the reduction of share capital referred
to in Paragraph (B) above be capitalized and applied in paying
up in full at par such number of new ordinary shares of 9 US
cents each (the "New Tomkins Shares") as shall be equal to the
aggregate number of Cancellation Shares cancelled pursuant to
Paragraph (B) above, which shall be allotted and issued (free
from any liens, charges, equitable interests, encumbrances,
rights of pre-emption and any other interests of any nature
whatsoever and together with all rights attaching thereto) and
any other interests of any nature whatsoever and together with
all rights attaching thereto, credited as fully paid, to
Pinafore and/or its nominee(s) in accordance with the Scheme;
and authorize the Directors of the Company for the purposes of
Section 551 of the Companies Act to allot the New Tomkins
Shares, provided that: the maximum aggregate nominal amount of
relevant securities that may be allotted under this authority
shall be the aggregate nominal amount of the New Tomkins Shares;
[Authority expires on the 5th anniversary of the date on which
this resolution is passed]; and this authority shall be in
addition, and without prejudice, to any other authority under
the said Section 551 previously granted and in force on the date
on which this resolution is passed; and amend, with effect from
the passing of this resolution, the Articles of Association of
the Company by the adoption and inclusion of the following new
Article 133 after Article 132 as specified; amend, subject to
and with effect from the Scheme becoming effective in accordance
with its terms, the Articles of Association of the Company: by
adopting and including the following new Article 7A after Article
7 as specified; by inserting the following as specified at the
start of each sentence beginning Article 6 and Article 7; and by
deleting Article 77 and 83 and replacing them with the following
as specified
2. Approve the Executive Team Arrangements (as specified in the Management For For
Scheme Document), notwithstanding that such arrangements are
not extended to all shareholders of the Company, and
authorize the Directors of the Company to do or procure to
be done all such acts and things or enter into any agreements
on behalf of the Company as they consider necessary or
expedient for the purpose of giving effect to such
arrangements
VIRAGE LOGIC CORPORATION
SECURITY 92763R104 MEETING TYPE Special
TICKER SYMBOL VIRL MEETING DATE 02-Sep-2010
ISIN US92763R1041 AGENDA 933316324 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED JUNE 9, 2010, BY AND AMONG SYNOPSYS, INC.,
VORTEX ACQUISITION CORP. AND VIRAGE LOGIC CORPORATION.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO Management For For
SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE SPECIAL MEETING TO ADOPT THE MERGER
AGREEMENT.
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Gabelli Enterprise Mergers and Acquisitions Fund 7
ALLEGHENY ENERGY, INC.
SECURITY 017361106 MEETING TYPE Special
TICKER SYMBOL AYE MEETING DATE 14-Sep-2010
ISIN US0173611064 AGENDA 933313049 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF FEBRUARY 10, 2010, BY AND AMONG
FIRSTENERGY CORP., ELEMENT MERGER SUB, INC. (A WHOLLY-OWNED
SUBSIDIARY OF FIRSTENERGY CORP.) AND ALLEGHENY ENERGY, INC.,
AS AMENDED AS OF JUNE 4, 2010, AND AS IT MAY BE FURTHER
AMENDED FROM TIME TO TIME, AND THE MERGER DESCRIBED THEREIN.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A Management For For
LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES
TO APPROVE THE MERGER AGREEMENT AND THE MERGER AT THE TIME OF
THE SPECIAL MEETING.
MICRUS ENDOVASCULAR CORPORATION
SECURITY 59518V102 MEETING TYPE Annual
TICKER SYMBOL MEND MEETING DATE 14-Sep-2010
ISIN US59518V1026 AGENDA 933319596 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JULY 11, 2010, BY AND AMONG JOHNSON &
JOHNSON, COPE ACQUISITION CORP. AND MICRUS
ENDOVASCULAR CORPORATION.
02 DIRECTOR Management
1 JOHN T. KILCOYNE For For
2 JEFFREY H. THIEL For For
03 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS MICRUS'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE 2011 FISCAL YEAR.
04 TO APPROVE THE ADJOURNMENT OF THE ANNUAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES FOR THE ADOPTION OF THE MERGER AGREEMENT.
AIRGAS, INC.
SECURITY 009363102 MEETING TYPE Contested-Annual
TICKER SYMBOL ARG MEETING DATE 15-Sep-2010
ISIN US0093631028 AGENDA 933314522 - Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 JOHN P. CLANCEY For For
2 ROBERT L. LUMPKINS For For
3 TED B. MILLER, JR. For For
02 TO AMEND THE AIRGAS BY-LAWS REGARDING THE Management For For
ELIGIBILITY OF ANY DIRECTOR NOMINATED BY THE AIRGAS
BOARD FOR ELECTION, BUT NOT NOMINATED BY THE
AIRGAS STOCKHOLDERS. ALL, AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
03 TO AMEND THE AIRGAS BY-LAWS TO REQUIRE AIRGAS TO Management For For
HOLD ITS 2011 ANNUAL STOCKHOLDER MEETING ON JANUARY 18, 2011
AND ALL SUBSEQUENT ANNUAL STOCKHOLDER MEETINGS IN JANUARY.
ALL, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
04 TO REPEAL ANY AMENDMENTS TO AIRGAS, INC. AMENDED Management For For
AND RESTATED BY-LAWS ADOPTED BY THE AIRGAS BOARD
OF DIRECTORS WITHOUT THE APPROVAL OF THE AIRGAS STOCKHOLDERS
AFTER APRIL 7, 2010 AND PRIOR TO THE EFFECTIVENESS OF THE
RESOLUTION PROPOSED IN THIS PROPOSAL 4. ALL, AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
05 TO RATIFY THE SELECTION OF KPMG LLP AS AIRGAS'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
06 TO APPROVE THE AMENDMENT TO AIRGAS'S AMENDED Management For For
AND RESTATED 2003 EMPLOYEE STOCK PURCHASE PLAN.
HEWITT ASSOCIATES, INC.
SECURITY 42822Q100 MEETING TYPE Special
TICKER SYMBOL HEW MEETING DATE 20-Sep-2010
ISIN US42822Q1004 AGENDA 933321806 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JULY 11, 2010, BY AND AMONG HEWITT, AON
CORPORATION AND TWO WHOLLY OWNED SUBSIDIARIES
OF AON CORPORATION.
02 TO APPROVE A PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT VOTES IN FAVOR OF PROPOSAL 1.
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Gabelli Enterprise Mergers and Acquisitions Fund 8
NBTY, INC.
SECURITY 628782104 MEETING TYPE Special
TICKER SYMBOL NTY MEETING DATE 22-Sep-2010
ISIN US6287821044 AGENDA 933323545 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JULY 15, 2010, AS IT MAY BE AMENDED FROM
TIME TO TIME, BY AND AMONG NBTY, INC., ALPHABET
HOLDING COMPANY, INC. AND ALPHABET MERGER SUB,
INC.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO
ADOPT THE AGREEMENT AND PLAN OF MERGER.
CASEY'S GENERAL STORES, INC.
SECURITY 147990972 MEETING TYPE Contested-Annual
TICKER SYMBOL CASY MEETING DATE 23-Sep-2010
ISIN US1475281036 AGENDA 933319863 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 ROBERT J. MYERS For For
2 DIANE C. BRIDGEWATER For For
3 JOHNNY DANOS For For
4 H. LYNN HORAK For For
5 KENNETH H. HAYNIE For For
6 WILLIAM C. KIMBALL For For
7 JEFFREY M. LAMBERTI For For
8 RICHARD A. WILKEY For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT AUDITORS OF THE COMPANY FOR THE
FISCAL YEAR ENDING APRIL 30, 2011.
03 COUCHE-TARD PROPOSAL TO REPEAL ANY NEW BYLAWS Shareholder Against For
OR AMENDMENTS TO THE BYLAWS ADOPTED BY THE
BOARD OF DIRECTORS, WITHOUT SHAREHOLDER APPROVAL, AFTER JUNE
10, 2009 AND PRIOR TO THE EFFECTIVENESS OF THE RESOLUTION
EFFECTING SUCH REPEAL.
MENU FOODS INCOME FUND
SECURITY 587289109 MEETING TYPE Special
TICKER SYMBOL MNUFF MEETING DATE 24-Sep-2010
ISIN CA5872891091 AGENDA 933325070 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 APPROVING (A) THE SALE OF ALL OF THE SECURITIES OF Management For For
MENU FOODS LIMITED TO SIMMONS PET FOOD, INC. ON
THE TERMS AND CONDITIONS SET OUT IN THE PURCHASE AGREEMENT
AMONG SIMMONS PET FOOD, INC., THE FUND AND CERTAIN
SUBSIDIARIES OF THE FUND DATED AUGUST 8, 2010; AND (B) AN
AMENDMENT TO THE FUND'S DECLARATION OF TRUST, AS OF THE
EFFECTIVE DATE OF THE PROPOSED TRANSACTION WITH SIMMONS PET
FOOD, INC., AS MORE FULLY DESCRIBED IN THE INFORMATION
CIRCULAR.
DATACASH GROUP PLC
SECURITY G2756Y100 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 27-Sep-2010
ISIN GB0030440613 AGENDA 702591858 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
S.1 Approve, in connection with the proposed Scheme of Management For For
Arrangement [the Scheme] referred to in the notice, to
authorize the Directors of the Company to carry the Scheme
into effect, to approve the associated reduction of the
capital in the Company in accordance with the Scheme and to
authorize the Directors of the Company to allow new ordinary
shares in the Company to Mastercard/Europay U.K. Limited or
its nominee, and to amend the Articles of Association of the
Company
DATACASH GROUP PLC
SECURITY G2756Y100 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 27-Sep-2010
ISIN GB0030440613 AGENDA 702592824 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION Non-Voting
FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN
"FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO
VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL
BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT.
S.1 Approve the Scheme of Arrangement the Scheme Management For For
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Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 9
DANA PETROLEUM PLC, ABERDEEN
SECURITY G26503113 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 27-Sep-2010
ISIN GB0033252056 AGENDA 702604908 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1 Approve, for the purpose of compliance with Rule 21.1 of the Management For For
City Code on Takeovers and Mergers, the proposed acquisition
of certain assets of Petro-Canada UK Limited
SKYLINE CORPORATION
SECURITY 830830105 MEETING TYPE Annual
TICKER SYMBOL SKY MEETING DATE 27-Sep-2010
ISIN US8308301055 AGENDA 933321503 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE 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
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
ACCOUNTING FIRM: THE BOARD AND AUDIT COMMITTEE
HAVE APPOINTED CROWE HORWATH LLP AS SKYLINE'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
MAY 31, 2011.
VALEANT PHARMACEUTICALS INTERNATIONAL
SECURITY 91911X104 MEETING TYPE Special
TICKER SYMBOL VRX MEETING DATE 27-Sep-2010
ISIN US91911X1046 AGENDA 933323103 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JUNE 20, 2010, AMONG VALEANT
PHARMACEUTICALS INTERNATIONAL, BIOVAIL
CORPORATION, BIOVAIL AMERICAS CORP. (A WHOLLY
OWNED SUBSIDIARY OF BIOVAIL CORPORATION) AND
BEACH MERGER CORP. (A WHOLLY OWNED SUBSIDIARY
OF BIOVAIL AMERICAS CORP.)
02 APPROVAL OF THE ADJOURNMENT OF THE VALEANT Management For For
PHARMACEUTICALS INTERNATIONAL SPECIAL MEETING, IF NECESSARY
OR APPROPRIATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF
THE SPECIAL MEETING.
MISYS PLC, EVESHAM
SECURITY G61572148 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Sep-2010
ISIN GB0003857850 AGENDA 702563760 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1 Receive the 2010 financial statements, Directors' and Management For For
Auditors' reports
2 Approve the 2010 remuneration report Management For For
3 Re-elect Mike Lawrie as a Director Management For For
4 Re-elect Jeff Ubben as a Director Management For For
5 Re-appoint PwC as the Auditors and authorize the Directors Management For For
to set their Remuneration
6 Authorize the Directors to allot shares or grant rights to Management For For
subscribe for or convert any security into shares
S.7 Authorize the Directors to allot equity securities for cash Management For For
within specified limits
S.8 Authorize the purchase of own shares in the market Management For For
9 Authorize the making of political donations Management For For
S.10 Authorize the calling of general meetings on 14 clear days' Management For For
notice
S.11 Adopt the new Articles of Association of the Company Management For For
AMERICREDIT CORP.
SECURITY 03060R101 MEETING TYPE Special
TICKER SYMBOL ACF MEETING DATE 29-Sep-2010
ISIN US03060R1014 AGENDA 933325842 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 THE PROPOSAL TO ADOPT AND APPROVE THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY
21, 2010, AMONG GENERAL MOTORS HOLDINGS LLC,
GOALIE TEXAS HOLDCO INC., A WHOLLY-OWNED
SUBSIDIARY OF GENERAL MOTORS HOLDINGS LLC, AND
AMERICREDIT CORP., AS IT MAY BE AMENDED FROM TIME
TO TIME.
02 THE PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, FOR,
AMONG OTHER REASONS, THE SOLICITATION OF ADDITIONAL PROXIES
IN THE EVENT THAT THERE ARE NOT SUFFICIENT VOTES AT THE TIME
OF THE SPECIAL MEETING TO ADOPT AND APPROVE THE MERGER
AGREEMENT.
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Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 10
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
SECURITY 256743105 MEETING TYPE Special
TICKER SYMBOL DTG MEETING DATE 30-Sep-2010
ISIN US2567431059 AGENDA 933321628 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 ADOPT THE AGREEMENT AND PLAN OF MERGER BY AND Management For For
AMONG HERTZ GLOBAL HOLDINGS, INC., REFERRED TO AS
HERTZ, HDTMS, INC., REFERRED TO AS MERGER SUB, AND DOLLAR
THRIFTY AUTOMOTIVE GROUP, INC., REFERRED TO AS DTG, PURSUANT
TO WHICH MERGER SUB WILL MERGE WITH AND INTO DTG, AND DTG
WILL CONTINUE AS THE SURVIVING ENTITY AND A WHOLLY OWNED
SUBSIDIARY OF HERTZ.
02 APPROVE THE ADJOURNMENT OF THE MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE
TIME OF THE SPECIAL MEETING.
LANDRY'S RESTAURANTS, INC.
SECURITY 51508L103 MEETING TYPE Special
TICKER SYMBOL LNY MEETING DATE 04-Oct-2010
ISIN US51508L1035 AGENDA 933321046 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF NOVEMBER 3, 2009,
AS AMENDED ON MAY 23, 2010 AND JUNE 20, 2010, AMONG
LANDRY'S RESTAURANTS, INC., FERTITTA GROUP, INC.,
FERTITTA MERGER CO. AND, FOR CERTAIN LIMITED
PURPOSES, TILMAN J. FERTITTA.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING TO A LATER DATE, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES
AT THE TIME OF THE SPECIAL MEETING TO APPROVE PROPOSAL
NUMBER 1.
UNICA CORPORATION
SECURITY 904583101 MEETING TYPE Special
TICKER SYMBOL UNCA MEETING DATE 05-Oct-2010
ISIN US9045831016 AGENDA 933326173 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF AUGUST 12, 2010, BY AND AMONG
INTERNATIONAL BUSINESS MACHINES CORPORATION, A NEW YORK
CORPORATION ("IBM"), AMAROO ACQUISITION CORP., A DELAWARE
CORPORATION AND WHOLLY-OWNED SUBSIDIARY OF IBM, AND UNICA
CORPORATION, A DELAWARE CORPORATION, AS SUCH AGREEMENT MAY
BE AMENDED FROM TIME TO TIME.
02 THE PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A Management For For
LATER DATE, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT
VOTES IN FAVOR OF ADOPTION OF THE MERGER AGREEMENT AT THE
TIME OF THE SPECIAL MEETING.
PSYCHIATRIC SOLUTIONS, INC.
SECURITY 74439H108 MEETING TYPE Special
TICKER SYMBOL PSYS MEETING DATE 05-Oct-2010
ISIN US74439H1086 AGENDA 933326476 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER (THE "MERGER AGREEMENT"), DATED AS OF MAY
16, 2010, BY AND AMONG THE COMPANY, UNIVERSAL
HEALTH SERVICES, INC., A DELAWARE CORPORATION
("UHS"), AND OLYMPUS ACQUISITION CORP., A DELAWARE
CORPORATION AND A WHOLLY-OWNED SUBSIDIARY OF
UHS ("MERGER SUB"), AS THE MERGER AGREEMENT MAY
BE AMENDED FROM TIME TO TIME.
02 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 MERGER AGREEMENT.
03 TO CONSIDER AND VOTE ON THE AMENDMENT TO THE Management Against Against
PSYCHIATRIC SOLUTIONS, INC. EQUITY INCENTIVE PLAN
PREVIOUSLY APPROVED BY STOCKHOLDERS AT THE
COMPANY'S 2010 ANNUAL MEETING OF STOCKHOLDERS.
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Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 11
GLG PARTNERS, INC.
SECURITY 37929X107 MEETING TYPE Special
TICKER SYMBOL GLG MEETING DATE 12-Oct-2010
ISIN US37929X1072 AGENDA 933328456 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER Management For For
DATED AS OF MAY 17, 2010, AS AMENDED, AMONG GLG
PARTNERS, INC., MAN GROUP PLC, AND ESCALATOR SUB 1
INC. (THE "MERGER PROPOSAL").
02 APPROVAL OF THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY, TO PERMIT FURTHER SOLICITATION AND
VOTE OF PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME
OF THE SPECIAL MEETING TO APPROVE THE MERGER PROPOSAL.
TEXAS INDUSTRIES, INC.
SECURITY 882491103 MEETING TYPE Annual
TICKER SYMBOL TXI MEETING DATE 13-Oct-2010
ISIN US8824911031 AGENDA 933323608 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 MEL G. BREKHUS For For
2 ROBERT D. ROGERS For For
3 RONALD G. STEINHART For For
02 TO APPROVE THE SELECTION OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT AUDITORS.
ABRAXIS BIOSCIENCE, INC.
SECURITY 00383Y102 MEETING TYPE Special
TICKER SYMBOL ABII MEETING DATE 13-Oct-2010
ISIN US00383Y1029 AGENDA 933329446 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JUNE 30, 2010, BY AND AMONG
CELGENE CORPORATION, ARTISTRY ACQUISITION CORP.,
A WHOLLY-OWNED SUBSIDIARY OF CELGENE CORPORATION, AND
ABRAXIS BIOSCIENCE, INC., AS IT MAY BE AMENDED.
AMERICAN PHYSICIANS CAPITAL, INC.
SECURITY 028884104 MEETING TYPE Special
TICKER SYMBOL ACAP MEETING DATE 20-Oct-2010
ISIN US0288841044 AGENDA 933328076 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JULY 7, 2010, AS AMENDED, BY AND
AMONG THE DOCTORS COMPANY, RED HAWK ACQUISITION
CORP. AND THE COMPANY.
02 TO GRANT AUTHORITY TO THE NAMED PROXIES TO Management For For
ADJOURN THE SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO
APPROVE PROPOSAL 1.
SMARTRAC N.V., AMSTERDAM
SECURITY N81261104 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 21-Oct-2010
ISIN NL0000186633 AGENDA 702616751 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
CMMT PLEASE NOTE THAT BLOCKING WILL NOT APPLY WHEN Non-Voting
THERE IS A RECORD DATE-ASSOCIATED WITH THIS
MEETING. THANK YOU
1 Opening of the meeting Non-Voting
2 Discussion of the public offer by OEP Technologie B.V., a Non-Voting
wholly owned-subsidiary of One Equity Partners, to acquire all
shares in the capital of-the Company for a cash amount of EUR
20 per share
3.a Appointment of Mr. Christopher von Hugo as a Member of the Management For For
Supervisory Board
3.b Appointment of Dr. Jorg Zirener as a Member of the Management For For
Supervisory Board
4 Closing of the meeting Non-Voting
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Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 12
BRITISH SKY BROADCASTING GROUP PLC
SECURITY G15632105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 22-Oct-2010
ISIN GB0001411924 AGENDA 702600594 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1 Receive the financial statements for the YE 30 JUN 2010, Management For For
together with the report of the Directors and Auditors
thereon
2 Declare a final dividend for the YE 30 JUN 2010 Management For For
3 Re-appoint Jeremy Darroch as a Director Management For For
4 Re-appoint Andrew Griffith as a Director Management For For
5 Re-appoint James Murdoch as a Director Member of The Bigger Management For For
Picture Committee
6 Re-appoint Daniel Rimer as a Director Member of Remuneration Management For For
Committee
7 Re-appoint David F. DeVoe as a Director Management For For
8 Re-appoint Allan Leighton as a Director Member of Audit Management For For
Committee
9 Re-appoint Arthur Siskind as a Director Member of Corporate Management For For
Governance and Nominations Committee
10 Re-appoint David Evans as a Director Member of Remuneration Management For For
Committee
11 Re-appoint Deloitte LLP as the Auditors of the Company and to Management For For
authorize the Directors to agree their remuneration
12 Approve the report on Directors' remuneration for the YE 30 Management For For
JUN 2010
13 Authorize the Company and its subsidiaries to make political Management For For
donations and incur political expenditure
14 Authorize the Directors to allot shares under Section 551 of Management For For
the Companies Act 2006
S.15 Approve to disapply statutory pre-emption rights Management For For
S.16 Approve to allow the Company to hold general meetings other Management For For
than annual general meetings on 14 days' notice
ATC TECHNOLOGY CORPORATION
SECURITY 00211W104 MEETING TYPE Special
TICKER SYMBOL ATAC MEETING DATE 22-Oct-2010
ISIN US00211W1045 AGENDA 933330526 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER DATED AS OF JULY 18, 2010, AS
AMENDED, BY AND AMONG GENCO DISTRIBUTION SYSTEM, INC., A
PENNSYLVANIA CORPORATION ("BUYER"), TRANSFORMERS MERGER SUB,
INC., A DELAWARE CORPORATION AND AN INDIRECT WHOLLY-OWNED
SUBSIDIARY OF BUYER, AND ATC TECHNOLOGY CORPORATION, ALL AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
02 PROPOSAL TO ADJOURN 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 APPROVE AND ADOPT THE FIRST PROPOSAL DESCRIBED
ABOVE.
MIRANT CORPORATION
SECURITY 60467R100 MEETING TYPE Special
TICKER SYMBOL MIR MEETING DATE 25-Oct-2010
ISIN US60467R1005 AGENDA 933329559 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS APRIL 11, 2010, BY AND AMONG RRI ENERGY,
INC., RRI ENERGY HOLDINGS, INC., AND MIRANT CORPORATION.
02 PROPOSAL TO APPROVE ANY MOTION TO ADJOURN THE Management For For
MIRANT SPECIAL MEETING, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES.
SARA LEE CORPORATION
SECURITY 803111103 MEETING TYPE Annual
TICKER SYMBOL SLE MEETING DATE 28-Oct-2010
ISIN US8031111037 AGENDA 933327783 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A ELECTION OF DIRECTOR: CHRISTOPHER B. BEGLEY Management For For
1B ELECTION OF DIRECTOR: CRANDALL C. BOWLES Management For For
1C ELECTION OF DIRECTOR: VIRGIS W. COLBERT Management For For
1D ELECTION OF DIRECTOR: JAMES S. CROWN Management For For
1E ELECTION OF DIRECTOR: LAURETTE T. KOELLNER Management For For
1F ELECTION OF DIRECTOR: CORNELIS J.A. VAN LEDE Management For For
1G ELECTION OF DIRECTOR: DR. JOHN MCADAM Management For For
1H ELECTION OF DIRECTOR: SIR IAN PROSSER Management For For
1I ELECTION OF DIRECTOR: NORMAN R. SORENSEN Management For For
1J ELECTION OF DIRECTOR: JEFFREY W. UBBEN Management For For
1K ELECTION OF DIRECTOR: JONATHAN P. WARD Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR
2011.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 13
MCAFEE, INC.
SECURITY 579064106 MEETING TYPE Special
TICKER SYMBOL MFE MEETING DATE 02-Nov-2010
ISIN US5790641063 AGENDA 933331720 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF AUGUST 18, 2010, AMONG INTEL
CORPORATION, A DELAWARE CORPORATION, OR INTEL, JEFFERSON
ACQUISITION CORPORATION, A DELAWARE CORPORATION AND WHOLLY-
OWNED SUBSIDIARY OF INTEL, AND MCAFEE, INC., A DELAWARE
CORPORATION, OR MCAFEE, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
02 A PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL Management For For
MEETING TO A LATER DATE OR TIME, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT
THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO ADOPT THE MERGER AGREEMENT OR PURSUANT TO TO THE
TERMS OF THE MERGER AGREEMENT.
DIAMOND MGMT & TECHNOLOGY CONSULTANTS
SECURITY 25269L106 MEETING TYPE Annual
TICKER SYMBOL DTPI MEETING DATE 02-Nov-2010
ISIN US25269L1061 AGENDA 933333875 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT Management For For
THE MERGER AGREEMENT DATED AS OF AUGUST 23, 2010
AMONG THE COMPANY, PRICEWATERHOUSECOOPERS LLP (ALSO REFERRED
TO AS "PWC") AND CARBON MERGER SUBSIDIARY, INC., A WHOLLY-
OWNED INDIRECT SUBSIDIARY OF PWC, AND APPROVE THE MERGER
CONTEMPLATED BY THE MERGER AGREEMENT.
02 TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF Management For For
THE ANNUAL MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE ANNUAL MEETING TO ADOPT THE MERGER
AGREEMENT.
03 DIRECTOR Management
1 MELVYN E. BERGSTEIN For For
2 PAULINE A. SCHNEIDER For For
3 JOHN J. SVIOKLA For For
04 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT REGISTERED AUDITORS FOR THE COMPANY FOR THE
FISCAL YEAR ENDING MARCH 31, 2011.
GOLD FIELDS LIMITED
SECURITY 38059T106 MEETING TYPE Annual
TICKER SYMBOL GFI MEETING DATE 02-Nov-2010
ISIN US38059T1060 AGENDA 933339067 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
O1 ADOPTION OF FINANCIAL STATEMENTS Management For For
O2 APPOINTMENT OF AUDITORS Management For For
O3 RE-ELECTION OF DIRECTOR Management For For
O4 RE-ELECTION OF DIRECTOR Management For For
O5 RE-ELECTION OF DIRECTOR Management For For
O6 RE-ELECTION OF DIRECTOR Management For For
O7 PLACEMENT OF ORDINARY SHARES UNDER THE CONTROL Management For For
OF THE DIRECTORS
O8 PLACEMENT OF NON-CONVERTIBLE REDEEMABLE Management For For
PREFERENCE SHARES UNDER THE CONTROL OF THE
DIRECTORS
O9 ISSUING EQUITY SECURITIES FOR CASH Management For For
O10 TERMINATION OF THE AWARDING OF RIGHTS TO NON- Management For For
EXECUTIVE DIRECTORS UNDER THE GOLD FIELDS LIMITED
2005 NON-EXECUTIVE SHARE PLAN
O11 INCREASE OF NON-EXECUTIVE DIRECTORS' FEES Management For For
S1 ACQUISITION OF COMPANY'S OWN SHARES Management For For
GOLD FIELDS LIMITED
SECURITY 38059T106 MEETING TYPE Special
TICKER SYMBOL GFI MEETING DATE 02-Nov-2010
ISIN US38059T1060 AGENDA 933340197 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
O1 ALLOTMENT AND ISSUE OF ESOP SHARES TO THUSANO Management For For
SHARE TRUST
O2 ALLOTMENT AND ISSUE OF INVICTUS TRANSFORMATION Management For For
SHARES TO INVICTUS
O3 ALLOTMENT AND ISSUE OF THE SOUTH DEEP COMMUNITY Management For For
TRUST TRANSFORMATION SHARES TO THE SOUTH DEEP
COMMUNITY TRUST
S1 GRANTING OF FINANCIAL ASSISTANCE BY GOLD FIELDS Management For For
AND GFIMSA
O4 AUTHORITY TO GIVE EFFECT TO THE ABOVE RESOLUTIONS Management For For
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 14
OSTEOTECH, INC.
SECURITY 688582105 MEETING TYPE Special
TICKER SYMBOL OSTE MEETING DATE 09-Nov-2010
ISIN US6885821057 AGENDA 933338433 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF AUGUST 16, 2010, BY AND AMONG
MEDTRONIC, INC., MEDTRONIC SOFAMOR DANEK, INC.,
ENGLAND MERGER CORPORATION AND OSTEOTECH, INC.
AND TO APPROVE THE MERGER.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT VOTES IN FAVOR OF ADOPTION OF THE MERGER
AGREEMENT AND APPROVAL OF THE MERGER.
WUXI PHARMATECH (CAYMAN) INC.
SECURITY 929352102 MEETING TYPE Annual
TICKER SYMBOL WX MEETING DATE 10-Nov-2010
ISIN US9293521020 AGENDA 933337986 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
O1 GE LI BE AND HEREBY IS RE-ELECTED AS A DIRECTOR FOR Management For For
A THREE-YEAR TERM.
O2 CUONG VIET DO BE AND HEREBY IS RE-ELECTED AS A Management For For
DIRECTOR FOR A THREE-YEAR TERM.
O3 STEWART HEN BE AND HEREBY IS RE-ELECTED AS A Management For For
DIRECTOR FOR A THREE-YEAR TERM.
S4 THE WUXI PHARMATECH (CAYMAN) INC. 2007 EMPLOYEE Management Against Against
SHARE INCENTIVE PLAN ("PLAN") BE AMENDED TO
INCREASE NUMBER OF ORDINARY SHARES AUTHORIZED TO BE ISSUED
PURSUANT TO PLAN, AS WELL AS LIMIT ON TOTAL NUMBER OF
ORDINARY SHARES THAT MAY BE DELIVERED PURSUANT TO OPTIONS
QUALIFIED AS INCENTIVE STOCK OPTIONS GRANTED UNDER THE PLAN,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
NETEZZA CORPORATION
SECURITY 64111N101 MEETING TYPE Special
TICKER SYMBOL NZ MEETING DATE 10-Nov-2010
ISIN US64111N1019 AGENDA 933338419 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF SEPTEMBER 19, 2010, BY AND
AMONG INTERNATIONAL BUSINESS MACHINES CORPORATION, A NEW
YORK CORPORATION ("IBM"), ONYX ACQUISITION CORP., A DELAWARE
CORPORATION AND WHOLLY OWNED SUBSIDIARY OF IBM, AND NETEZZA,
AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME.
02 THE PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A Management For For
LATER DATE, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT
VOTES IN FAVOR OF ADOPTION OF THE MERGER AGREEMENT AT THE
TIME OF THE SPECIAL MEETING.
EXPRESSJET HOLDINGS, INC.
SECURITY 30218U306 MEETING TYPE Special
TICKER SYMBOL XJT MEETING DATE 10-Nov-2010
ISIN US30218U3068 AGENDA 933339687 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 THE ADOPTION AND APPROVAL OF THE AGREEMENT AND Management For For
PLAN OF MERGER, DATED AS OF AUGUST 3, 2010, AMONG
SKYWEST, INC., EXPRESS DELAWARE MERGER CO., AN
INDIRECT WHOLLY OWNED SUBSIDIARY OF SKYWEST, INC.,
AND EXPRESSJET HOLDINGS, INC.
02 THE ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE NOT SUFFICIENT
VOTES TO APPROVE PROPOSAL 1.
INTERNATIONAL RECTIFIER CORPORATION
SECURITY 460254105 MEETING TYPE Annual
TICKER SYMBOL IRF MEETING DATE 12-Nov-2010
ISIN US4602541058 AGENDA 933333647 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 MARY B. CRANSTON For For
2 THOMAS A. LACEY For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY TO SERVE FOR
FISCAL YEAR 2011.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 15
PACTIV CORPORATION
SECURITY 695257105 MEETING TYPE Special
TICKER SYMBOL PTV MEETING DATE 15-Nov-2010
ISIN US6952571056 AGENDA 933339675 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF AUGUST 16, 2010, BY AND AMONG PACTIV
CORPORATION, RANK GROUP LIMITED, REYNOLDS GROUP HOLDINGS
LIMITED AND REYNOLDS ACQUISITION CORPORATION, AN INDIRECT
WHOLLY OWNED SUBSIDIARY OF REYNOLDS GROUP HOLDINGS LIMITED,
AND APPROVE THE TRANSACTIONS CONTEMPLATED THEREBY.
02 TO ADJOURN THE SPECIAL MEETING TO SOLICIT Management For For
ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT
VOTES IN FAVOR OF ADOPTING THE MERGER AGREEMENT AND APPROVING
THE TRANSACTIONS CONTEMPLATED THEREBY AT THE TIME OF THE
SPECIAL MEETING.
ZYGO CORPORATION
SECURITY 989855101 MEETING TYPE Annual
TICKER SYMBOL ZIGO MEETING DATE 16-Nov-2010
ISIN US9898551018 AGENDA 933331910 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 STEPHEN D. FANTONE For For
2 SAMUEL H. FULLER For For
3 CHRIS L. KOLIOPOULOS For For
4 SEYMOUR E. LIEBMAN For For
5 ROBERT B. TAYLOR For For
6 CAROL P. WALLACE For For
7 GARY K. WILLIS For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED ACCOUNTING FIRM FOR FISCAL 2011.
BALDWIN TECHNOLOGY COMPANY, INC.
SECURITY 058264102 MEETING TYPE Annual
TICKER SYMBOL BLD MEETING DATE 16-Nov-2010
ISIN US0582641025 AGENDA 933338510 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 MARK T. BECKER Withheld Against
2 GERALD A. NATHE Withheld Against
3 RONALD B. SALVAGIO Withheld Against
ROYAL GOLD, INC.
SECURITY 780287108 MEETING TYPE Annual
TICKER SYMBOL RGLD MEETING DATE 17-Nov-2010
ISIN US7802871084 AGENDA 933334598 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A ELECTION OF DIRECTOR: WILLIAM HAYES Management For For
1B ELECTION OF DIRECTOR: JAMES W. STUCKERT Management For For
02 PROPOSAL TO APPROVE AMENDMENTS TO THE Management For For
COMPANY'S 2004 OMNIBUS LONG-TERM INCENTIVE PLAN AND, FOR THE
PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, TO RE- APPROVE THE MATERIAL TERMS OF
PERFORMANCE- BASED COMPENSATION.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF
THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 2011.
CORINTHIAN COLLEGES, INC.
SECURITY 218868107 MEETING TYPE Annual
TICKER SYMBOL COCO MEETING DATE 17-Nov-2010
ISIN US2188681074 AGENDA 933337481 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 PAUL R. ST. PIERRE For For
2 LINDA AREY SKLADANY For For
3 ROBERT LEE For For
4 JACK D. MASSIMINO For For
5 HANK ADLER For For
6 JOHN M. DIONISIO For For
02 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF Management For For
THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE
MAXIMUM PERMITTED NUMBER OF DIRECTORS ON THE COMPANY'S BOARD
OF DIRECTORS TO THIRTEEN.
03 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF Management Against Against
THE CORINTHIAN COLLEGES, INC. 2003 PERFORMANCE
AWARD PLAN, WHICH AUTHORIZES THE ISSUANCE OF AN
ADDITIONAL 5,000,000 SHARES UNDER SUCH PLAN, AND
CERTAIN OTHER AMENDMENTS DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT.
04 APPROVAL OF THE AMENDMENT OF THE CORINTHIAN Management For For
COLLEGES, INC. EMPLOYEE STOCK PURCHASE PLAN TO
EXTEND THE COMPANY'S ABILITY TO GRANT NEW AWARDS UNDER SUCH
PLAN UNTIL DECEMBER 31, 2020.
05 RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S Management For For
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
JUNE 30, 2011.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 16
SWS GROUP INC.
SECURITY 78503N107 MEETING TYPE Annual
TICKER SYMBOL SWS MEETING DATE 18-Nov-2010
ISIN US78503N1072 AGENDA 933334942 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1 DIRECTOR Management
1 DON A. BUCHHOLZ For For
2 ROBERT A. BUCHHOLZ For For
3 BRODIE L. COBB For For
4 I.D. FLORES III For For
5 LARRY A. JOBE For For
6 FREDERICK R. MEYER For For
7 DR. MIKE MOSES For For
8 JAMES H. ROSS For For
9 JOEL T. WILLIAMS III For For
2 THE RATIFICATION OF THE SELECTION OF GRANT Management For For
THORNTON LLP AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE
FISCAL YEAR ENDING JUNE 24, 2011.
PHOENIX TECHNOLOGIES LTD.
SECURITY 719153108 MEETING TYPE Special
TICKER SYMBOL PTEC MEETING DATE 19-Nov-2010
ISIN US7191531083 AGENDA 933332102 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER (THE Management For For
"MERGER AGREEMENT"), DATED AS OF AUGUST 17, 2010,
BY AND AMONG PHOENIX TECHNOLOGIES LTD., PHARAOH
ACQUISITION CORP. ("PARENT") AND PHARAOH MERGER
SUB CORP., ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO Management For For
SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT
THE MERGER AGREEMENT.
KEITHLEY INSTRUMENTS, INC.
SECURITY 487584104 MEETING TYPE Special
TICKER SYMBOL KEI MEETING DATE 19-Nov-2010
ISIN US4875841045 AGENDA 933342432 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF SEPTEMBER 29, 2010, AMONG
DANAHER CORPORATION, AEGEAN ACQUISITION CORP.
AND KEITHLEY INSTRUMENTS, INC. AND THE
TRANSACTIONS CONTEMPLATED THEREBY.
OTIX GLOBAL, INC.
SECURITY 68906N200 MEETING TYPE Special
TICKER SYMBOL OTIX MEETING DATE 22-Nov-2010
ISIN US68906N2009 AGENDA 933341769 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN MERGER DATED AS Management For For
SEPTEMBER 13, 2010, AMONG WILLIAM DEMANT HOLDING
A/S, OI MERGER SUB, INC., AND OTIX GLOBAL, INC., AS IT
MAY BE AMENDED FROM TIME TO TIME.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING
TO ADOPT THE MERGER AGREEMENT.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 17
DYNEGY INC.
SECURITY 26817G300 MEETING TYPE Contested-Special
TICKER SYMBOL DYN MEETING DATE 23-Nov-2010
ISIN US26817G3002 AGENDA 933336631 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management Against Against
DATED AS OF AUGUST 13, 2010, AS IT MAY BE AMENDED
FROM TIME TO TIME, AMONG DYNEGY INC., DENALI
PARENT INC. AND DENALI MERGER SUB INC.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management Against Against
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING
TO APPROVE THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN
OF MERGER.
EMULEX CORPORATION
SECURITY 292475209 MEETING TYPE Annual
TICKER SYMBOL ELX MEETING DATE 23-Nov-2010
ISIN US2924752098 AGENDA 933337380 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 FRED B. COX For For
2 MICHAEL P. DOWNEY For For
3 BRUCE C. EDWARDS For For
4 PAUL F. FOLINO For For
5 ROBERT H. GOON For For
6 DON M. LYLE For For
7 JAMES M. MCCLUNEY For For
8 DEAN A. YOOST For For
02 RATIFICATION AND APPROVAL OF THE 2005 EQUITY Management Against Against
INCENTIVE PLAN, AS AMENDED AND RESTATED.
03 RATIFICATION AND APPROVAL OF AN AMENDMENT TO THE Management For For
EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE
NUMBER OF SHARES RESERVED FOR ISSUANCE
THEREUNDER BY 1,500,000 SHARES.
04 RATIFICATION OF SELECTION OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
MASSMART HOLDINGS LTD
SECURITY S4799N114 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 24-Nov-2010
ISIN ZAE000029534 AGENDA 702696862 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1.O.1 Resolved that the annual financial statements of the Company Management For For
and the Group for the year ended 27TH June 2010, circulated
together with this notice, be and are hereby adopted
2.O.2 Resolved that Mr. KD Dlamini, who retires by rotation and has Management For For
offered himself for re-election, be and is hereby re-elected
to the Board of Directors of the Company
3.O.3 Resolved that Dr NN Gwagwa, who retires by rotation and has Management For For
offered herself for re-election, be and is hereby re-elected
to the Board of Directors of the Company
4.O.4 Resolved that Mr. MJ Lamberti, who retires by rotation and Management For For
has offered himself for re-election, be and is hereby re-
elected to the Board of Directors of the Company
5.O.5 Resolved that Ms P Langeni, who retires by rotation and has Management For For
offered herself for re-election, be and is hereby re-elected
to the Board of Directors of the Company
6.O.6 Resolved that Mr. IN Matthews, who retires by rotation and Management For For
has offered himself for re-election, be and is hereby re-
elected to the Board of Directors of the Company
7.O.7 Resolved that the Non-Executive Directors' annual Management For For
remuneration for the 2011 financial year, be approved
8.O.8 Resolved that Deloitte & Touche (with Mr. Andre Dennis as the Management For For
Audit Partner) be and are hereby re-elected as the Company's
Auditors for the ensuing financial year, as approved by the
Massmart Audit Committee and recommended to shareholders
9.O.9 Resolved that the appointments of the following as Members of Management For For
the Audit Committee be and are hereby ratified and confirmed:
IN Matthews, CS Seabrooke, P Maw and P Langeni
10O10 Resolved that all the ordinary shares in the authorised but Management For For
unissued share capital of the Company be and are hereby
placed under the control of the Directors in terms of
Section 221 (2) of the Companies Act, No.61 of 1973, as
amended (the Act), who shall be authorised to allot and
issue such shares to such person or persons on such terms
and conditions as they may deem fit but not exceeding 5
percent of the number of ordinary shares already in issue.
Such allotment will be in accordance with the Act and the
JSE Limited (JSE) Listings Requirements (JSE Listings
Requirements)
11O11 Resolved that, subject to the JSE Listings Requirements, the Management For For
Directors be and are hereby authorised to issue the ordinary
shares in the authorised but unissued share capital of the
Company for cash to such person or persons on such terms and
conditions as they may deem fit, subject to the following:
the issues in the aggregate in any one financial year shall
not exceed 5 percent of the number of shares already in issue
and the authority hereby granted will be valid until the
Company's next annual general meeting, provided that it will
not extend to beyond 15 months
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Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 18
12O12 Resolved that, in terms of Schedule 14 of the JSE Listings Management For For
Requirements and in accordance with Section 222 of the Act,
where applicable, the Company hereby amends the rules of the
Massmart Holdings Limited Employee Share Scheme (first
adopted by the Company at a General Meeting held on 12th June
2000) incorporated in the Massmart Holdings Limited Employee
Share Trust (the Trust) by the substitution in their entirety
of the existing terms of the Trust with the amended and
restated terms of the Trust . The amended and restated terms
of the Trust will be tabled at this annual general meeting
and initialed by the Chairman for identification, the salient
terms and conditions of which are as set out in the Notice of
Amendment to the Massmart Holdings Limited Employee Share
Scheme
13S.1 Resolved that, the Company and /or its subsidiaries be and Management For For
are hereby authorised in terms of Sections 85(2) and 85(3) of
the Companies Act, No. 61 of 1973, as amended (the Act), and
the JSE Limited (JSE) Listings Requirements,(JSE Listings
Requirements), from time to time to acquire the ordinary
and/or preference shares in the issued share capital of the
Company from such shareholder(s), at such price, in such
manner and subject to such terms and conditions as the
directors may deem fit, but subject to the Articles of
Association of the Company, the Act and the JSE Listings
Requirements, and provided that the authority hereby granted
will be valid until the Company's next annual general
meeting, provided that it will not extend to beyond
15 months from the date of registration of this special
resolution and acquisitions in the aggregate in any one
financial year shall not exceed 15 percent of that class of
the Company's issued share cap
14S.2 Resolved that, Article 43.1.7 of the Articles of Association Management For For
of the Company be and is hereby amended by the replacement of
the words Black Management Trust with Black Scarce Skills
Trust
15S.3 Resolved that Article 43.2.12 of the Articles of Association Management For For
of the Company be and is hereby deleted in its entirety and
replaced with the following, A B Preference Share shall,
unless it is converted into an ordinary share in the Company
pursuant to the provisions of Article 43.2.9, be
automatically redeemed at an amount equal to its par value
on the date that is the 7th (seventh) anniversary of the date
on which that B Preference Share was allocated to a
Beneficiary in terms of the Management Trust, or if that B
Preference Share has not been allocated in terms of the
Management Trust, on 30TH September 2016 or such later date
as the Board of Directors of the Company may determine
PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION Non-Voting
OF TEXT IN RESOLUTION 8. I-F YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UN-LESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
THERMADYNE HOLDINGS CORPORATION
SECURITY 883435307 MEETING TYPE Special
TICKER SYMBOL THMD MEETING DATE 02-Dec-2010
ISIN US8834353075 AGENDA 933345161 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF OCTOBER 5, 2010, AS IT MAY BE AMENDED
FROM TIME TO TIME, BY AND AMONG RAZOR HOLDCO INC.,
RAZOR MERGER SUB INC. AND THERMADYNE HOLDINGS
CORPORATION.
02 TO ADJOURN THE SPECIAL MEETING TO A LATER DATE, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF
THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO APPROVE THE PROPOSAL TO ADOPT THE AGREEMENT AND
PLAN OF MERGER.
ANDEAN RESOURCES LIMITED
SECURITY Q0793X100 MEETING TYPE Annual
TICKER SYMBOL ANDPF MEETING DATE 03-Dec-2010
ISIN AU000000AND0 AGENDA 933346505 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 SCHEME RESOLUTION: TO APPROVE THE SCHEME (AS SET Management For For
OUT IN THE NOTICE OF SCHEME MEETING IN ANNEXURE I
OF THE SCHEME BOOKLET).
02 AGM RESOLUTIONS: RATIFICATION OF THE APPOINTMENT Management For For
OF MR. CHARLES WINOGRAD AS A DIRECTOR.
03 ADOPTION OF THE REMUNERATION REPORT. Management For For
4A APPROVAL OF ISSUE OF SHARES AND OPTIONS TO MR. Management For For
WAYNE HUBERT.
4B APPROVAL OF ISSUE OF SHARES AND OPTIONS TO MR. Management For For
CHARLES WINOGRAD.
4C APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO MR. Management For For
CHARLES WINOGRAD.
05 ADDITIONAL AGM RESOLUTION IF THE SCHEME IS Management For For
APPROVED BY THE REQUISITE MAJORITY OF
SHAREHOLERS: CANCELLATION OF OPTIONS.
06 RESOLUTIONS IF SCHEME IS NOT APPROVED BY THE Management For For
REQUISITE MAJORITY OF SHAREHOLDERS: RE-ELECTION
OF MR. IAN HUME AS DIRECTOR.
07 APPROVAL OF NEW EMPLOYEE SHARE OWNERSHIP PLAN. Management For For
08 RATIFICATION OF ISSUE OF SECURITIES UNDER CAPITAL Management For For
RAISING.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 19
NU HORIZONS ELECTRONICS CORP.
SECURITY 669908105 MEETING TYPE Special
TICKER SYMBOL NUHC MEETING DATE 07-Dec-2010
ISIN US6699081054 AGENDA 933344020 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT Management For For
THE MERGER AGREEMENT, DATED AS OF SEPTEMBER 19,
2010 (THE "MERGER AGREEMENT") BY AND AMONG NU
HORIZONS ELECTRONICS CORP., ARROW ELECTRONICS,
INC., AND NEPTUNE ACQUISITION CORPORATION, INC.
02 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADJOURN Management For For
THE SPECIAL MEETING, IF NECESSARY, FOR THE
SOLICITATION OF ADDITIONAL PROXIES IN THE EVENT THAT THERE
ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING
TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.
HARMAN INTERNATIONAL INDUSTRIES, INC.
SECURITY 413086109 MEETING TYPE Annual
TICKER SYMBOL HAR MEETING DATE 08-Dec-2010
ISIN US4130861093 AGENDA 933338976 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 DR. HARALD EINSMANN For For
2 A. MCLAUGHLIN KOROLOGOS For For
3 KENNETH M. REISS For For
02 PROPOSAL TO AMEND THE AMENDED AND RESTATED 2002 Management Against Against
STOCK OPTION AND INCENTIVE PLAN.
CRUCELL NV, LEIDEN
SECURITY N23473106 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 10-Dec-2010
ISIN NL0000358562 AGENDA 702697004 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 760319 DUE TO VOTING MEETI-NG CHANGE TO
INFORMATION MEETING [CHANGE IN VOTING STATUS]. ALL
VOTES RECEIVED-ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT O-N
THIS MEETING NOTICE. THANK YOU.
1 Opening of the General Meeting Non-Voting
2 Discussion on the intended bid by Johnson + Johnson on all Non-Voting
outstanding shares-in the capital of Crucell NV and all
related aspects hereto
3 Closing of the General Meeting Non-Voting
"PLEASE NOTE THAT BLOCKING WILL NOT APPLY WHEN Non-Voting
THERE IS A RECORD DATE ASSOCIAT-ED WITH THIS
MEETING. THANK YOU".
PLEASE NOTE THAT THIS IS AN INFORMATION MEETING. Non-Voting
SHOULD YOU WISH TO ATTEND THE-MEETING
PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
BY CONTACTING YOUR CLI-ENT REPRESENTATIVE. THANK
YOU
AMERICAN COMMERCIAL LINES INC.
SECURITY 025195405 MEETING TYPE Special
TICKER SYMBOL ACLI MEETING DATE 14-Dec-2010
ISIN US0251954055 AGENDA 933348927 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF OCTOBER 18, 2010, AS IT MAY BE AMENDED
FROM TIME TO TIME, BY AND AMONG AMERICAN
COMMERCIAL LINES INC., FINN HOLDING CORPORATION
AND FINN MERGER CORPORATION (THE "AGREEMENT AND
PLAN OF MERGER").
02 TO APPROVE AN 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 APPROVE THE PROPOSAL TO ADOPT
THE AGREEMENT AND PLAN OF MERGER.
CROWN MEDIA HOLDINGS, INC.
SECURITY 228411104 MEETING TYPE Annual
TICKER SYMBOL CRWN MEETING DATE 16-Dec-2010
ISIN US2284111042 AGENDA 933344955 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 WILLIAM J. ABBOTT For For
2 DWIGHT C. ARN For For
3 ROBERT C. BLOSS For For
4 WILLIAM CELLA For For
5 GLENN CURTIS For For
6 STEVE DOYAL For For
7 BRIAN E. GARDNER For For
8 HERBERT GRANATH For For
9 DONALD HALL, JR. For For
10 IRVINE O. HOCKADAY, JR. For For
11 A. DRUE JENNINGS For For
12 PETER A. LUND For For
13 BRAD R. MOORE For For
14 DEANNE STEDEM For For
02 APPROVE THE CHIEF EXECUTIVE OFFICER AND OTHER Management For For
EXECUTIVE OFFICERS' PERFORMANCE-BASED COMPENSATION.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 20
THE STUDENT LOAN CORPORATION
SECURITY 863902102 MEETING TYPE Special
TICKER SYMBOL STU MEETING DATE 16-Dec-2010
ISIN US8639021026 AGENDA 933345476 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 ADOPTION OF A RESOLUTION AUTHORIZING THE Management For For
TRANSACTIONS CONTEMPLATED BY THE ASSET PURCHASE AGREEMENT,
DATED AS OF SEPTEMBER 17, 2010, BY AND AMONG THE STUDENT LOAN
CORPORATION; CITIBANK, N.A.; CITIBANK (SOUTH DAKOTA) NATIONAL
ASSOCIATION; SLC STUDENT LOAN RECEIVABLES I, INC.; BULL RUN 1
LLC; SLM EDUCATION CREDIT FINANCE CORPORATION; AND SALLIE
MAE, INC.
02 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF SEPTEMBER 17, 2010, BY AND AMONG THE
STUDENT LOAN CORPORATION, DISCOVER BANK AND
ACADEMY ACQUISITION CORP., A WHOLLY OWNED
SUBSIDIARY OF DISCOVER BANK, AND APPROVAL OF THE
MERGER OF ACADEMY ACQUISITION CORP. WITH AND INTO
THE STUDENT LOAN CORPORATION, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
ACTIVIDENTITY CORPORATION
SECURITY 00506P103 MEETING TYPE Special
TICKER SYMBOL ACTI MEETING DATE 16-Dec-2010
ISIN US00506P1030 AGENDA 933349551 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OR Management For For
MERGER, DATED AS OF OCTOBER 11, 2010 (THE "MERGER
AGREEMENT"), BY AND AMONG ASSA ABLOY INC., AN
OREGON CORPORATION ("ASSA US"), FITACQUISITION,
INC., A DELAWARE CORPORATION AND A WHOLLY OWNED
SUBSIDIARY OF ASSA US ("MERGER SUB"), AND
ACTIVIDENTITY, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
02 PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL Management For For
MEETING TO A LATER DATE OR TIME, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT
THE MERGER AGREEMENT.
INTERNET BRANDS INC
SECURITY 460608102 MEETING TYPE Special
TICKER SYMBOL INET MEETING DATE 16-Dec-2010
ISIN US4606081028 AGENDA 933349563 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT Management For For
THE AGREEMENT AND PLAN OF MERGER, DATED AS OF
SEPTEMBER 17, 2010, AS IT MAY BE AMENDED FROM TIME
TO TIME, BY AND AMONG INTERNET BRANDS, INC., A
DELAWARE CORPORATION, MICRO HOLDING CORP., A
DELAWARE CORPORATION, AND MICRO ACQUISITION
CORP., A DELAWARE CORPORATION AND A WHOLLY
OWNED SUBSIDIARY OF MICRO HOLDING CORP.
02 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 MERGER AGREEMENT.
VILLAGE SUPER MARKET, INC.
SECURITY 927107409 MEETING TYPE Annual
TICKER SYMBOL VLGEA MEETING DATE 17-Dec-2010
ISIN US9271074091 AGENDA 933341098 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1 DIRECTOR Management
1 JAMES SUMAS For For
2 ROBERT SUMAS For For
3 WILLIAM SUMAS For For
4 JOHN P. SUMAS For For
5 KEVIN BEGLEY For For
6 NICHOLAS SUMAS For For
7 JOHN J. SUMAS For For
8 STEVEN CRYSTAL For For
9 DAVID C. JUDGE For For
10 PETER R. LAVOY For For
11 STEPHEN F. ROONEY For For
2 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY FOR FISCAL 2011.
3 TO APPROVE THE VILLAGE SUPER MARKET, INC. 2010 Management Against Against
STOCK PLAN.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 21
ALBERTO-CULVER COMPANY
SECURITY 013078100 MEETING TYPE Special
TICKER SYMBOL ACV MEETING DATE 17-Dec-2010
ISIN US0130781000 AGENDA 933349537 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, BY AND AMONG UNILEVER N.V., A NETHERLANDS
CORPORATION, SOLELY WITH RESPECT TO SECTION 5.10
THEREOF, UNILEVER PLC, A COMPANY INCORPORATED
UNDER THE LAWS OF AND REGISTERED IN ENGLAND,
CONOPCO, INC., A NEW YORK CORPORATION, ACE
MERGER, INC., A DELAWARE CORPORATION, AND
ALBERTO-CULVER COMPANY.
02 THE PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A Management For For
LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT
SUFFICIENT VOTES IN FAVOR OF ADOPTION OF THE MERGER AGREEMENT
AT THE TIME OF THE SPECIAL MEETING.
NEWALLIANCE BANCSHARES, INC.
SECURITY 650203102 MEETING TYPE Special
TICKER SYMBOL NAL MEETING DATE 20-Dec-2010
ISIN US6502031023 AGENDA 933347127 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF AUGUST 18, 2010, AND AS AMENDED, BY AND
BETWEEN FIRST NIAGARA FINANCIAL GROUP, INC., FNFG
MERGER SUB, INC. AND NEWALLIANCE BANCSHARES, INC.
AND APPROVE THE TRANSACTIONS CONTEMPLATED BY
THE AGREEMENT AND PLAN OF MERGER, INCLUDING THE
MERGER OF FNFG MERGER SUB, INC. WITH AND INTO
NEWALLIANCE BANCSHARES, INC.
02 TO APPROVE ONE OR MORE ADJOURNMENTS OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES
AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE AGREEMENT
AND PLAN OF MERGER.
NIGHTHAWK RADIOLOGY HOLDINGS, INC.
SECURITY 65411N105 MEETING TYPE Special
TICKER SYMBOL NHWK MEETING DATE 22-Dec-2010
ISIN US65411N1054 AGENDA 933354083 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF SEPTEMBER 26, 2010, BY AND AMONG
VIRTUAL RADIOLOGIC CORPORATION, EAGLE MERGER SUB
CORPORATION AND NIGHTHAWK RADIOLOGY HOLDINGS,
INC. (THE "MERGER AGREEMENT").
02 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 MEETING TO ADOPT THE MERGER AGREEMENT.
CELLU TISSUE HOLDINGS, INC.
SECURITY 151169109 MEETING TYPE Special
TICKER SYMBOL CLU MEETING DATE 23-Dec-2010
ISIN US1511691099 AGENDA 933356974 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 THE PROPOSAL TO ADOPT AND APPROVE THE Management For For
AGREEMENT AND PLAN OF MERGER DATED SEPTEMBER
15, 2010, AS AMENDED FROM TIME TO TIME, BY AND AMONG CELLU
TISSUE HOLDINGS, INC, CLEARWATER PAPER CORPORATION, AND SAND
DOLLAR ACQUISITION CORPORATION.
02 THE PROPOSAL TO ADJOURN THE SPECIAL MEETING, FOR Management For For
ANY PURPOSE, INCLUDING TO SOLICIT ADDITIONAL PROXIES IF
THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO
ADOPT AND APPROVE THE AGREEMENT AND PLAN OF MERGER.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 22
COMMSCOPE, INC.
SECURITY 203372107 MEETING TYPE Special
TICKER SYMBOL CTV MEETING DATE 30-Dec-2010
ISIN US2033721075 AGENDA 933357899 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF OCTOBER 26, 2010, AS IT MAY BE AMENDED
FROM TIME TO TIME, BY AND AMONG COMMSCOPE, INC.,
CEDAR I HOLDING COMPANY, INC. AND CEDAR I MERGER
SUB, INC.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO
ADOPT THE AGREEMENT AND PLAN OF MERGER.
ART TECHNOLOGY GROUP, INC.
SECURITY 04289L107 MEETING TYPE Special
TICKER SYMBOL ARTG MEETING DATE 04-Jan-2011
ISIN US04289L1070 AGENDA 933354603 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 ADOPT THE MERGER AGREEMENT. Management For For
02 APPROVE THE GRANT OF DISCRETIONARY AUTHORITY TO Management For For
THE NAMED PROXIES TO VOTE YOUR SHARES TO APPROVE ONE OR MORE
ADJOURNMENTS OR POSTPONEMENTS OF THE SPECIAL MEETING IF THERE
ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE
TIME OF THE SPECIAL MEETING.
VOLTAIRE LTD.
SECURITY M97613109 MEETING TYPE Special
TICKER SYMBOL VOLT MEETING DATE 06-Jan-2011
ISIN IL0011064263 AGENDA 933359273 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO APPROVE THE AGREEMENT OF MERGER, DATED Management For For
NOVEMBER 29, 2010, BY & AMONG THE COMPANY,
MELLANOX TECHNOLOGIES, LTD., A COMPANY FORMED
UNDER THE LAWS OF THE STATE OF ISRAEL ("MELLANOX"),
AND MONDIAL ACQUISITION CORPORATION LTD., ALL AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
02 TO APPROVE THE PURCHASE BY THE COMPANY OF A RUN- Management For For
OFF DIRECTORS' AND OFFICERS' LIABILITY INSURANCE POLICY FOR
A PERIOD OF SEVEN YEARS FOLLOWING THE CLOSING OF THE MERGER,
AS PERMITTED BY THE AGREEMENT OF MERGER.
T-3 ENERGY SERVICES, INC.
SECURITY 87306E107 MEETING TYPE Special
TICKER SYMBOL TTES MEETING DATE 07-Jan-2011
ISIN US87306E1073 AGENDA 933357065 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF OCTOBER 6, 2010, AMONG T-3
ENERGY SERVICES, INC. ("T-3"), ROBBINS & MYERS, INC.
("ROBBINS & MYERS"), TRIPLE MERGER I, INC. TRIPLE
MERGER II, INC. AS SUCH MERGER AGREEMENT MAY BE
AMENDED FROM TIME TO TIME (THE "MERGER
AGREEMENT"), ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
02 PROPOSAL TO APPROVE AN ADJOURNMENT OF THE T-3 Management For For
SPECIAL MEETING, IF NECESSARY, INCLUDING TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES FOR
THE PROPOSAL TO ADOPT THE MERGER AGREEMENT AND APPROVE THE
MERGER.
HERLEY INDUSTRIES, INC.
SECURITY 427398102 MEETING TYPE Annual
TICKER SYMBOL HRLY MEETING DATE 11-Jan-2011
ISIN US4273981021 AGENDA 933360252 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 DR. EDWARD A. BOGUCZ For For
2 CARLOS C. CAMPBELL For For
3 F. JACK LIEBAU, JR. For For
4 MICHAEL N. POCALYKO For For
5 JOHN A. THONET For For
6 RAJ TATTA For For
02 PROPOSAL TO AMEND ARTICLE V OF THE COMPANY'S Management For For
BYLAWS TO MODIFY THE DEFINITION OF "INDEPENDENT
DIRECTOR."
03 PROPOSAL TO AMEND SECTION 3, ARTICLE V OF THE Management For For
COMPANY'S BYLAWS TO GIVE THE AUDIT COMMITTEE
RESPONSIBILITY FOR REVIEW OF "AFFILIATE
TRANSACTIONS."
04 PROPOSAL TO AMEND ARTICLE V OF THE BYLAWS TO Management Against Against
DELETE SECTION 5, WHICH CURRENTLY REQUIRES A TWO-
THIRDS VOTE OF STOCKHOLDERS TO AMEND ARTICLE V
OF THE BYLAWS.
05 PROPOSAL TO AMEND SECTIONS 1 AND 4 OF ARTICLE V OF Management For For
THE BYLAWS TO CORRECT TYPOGRAPHICAL ERRORS.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 23
SYNIVERSE HOLDINGS INC
SECURITY 87163F106 MEETING TYPE Special
TICKER SYMBOL SVR MEETING DATE 12-Jan-2011
ISIN US87163F1066 AGENDA 933359603 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF OCTOBER 28, 2010, AS IT MAY BE AMENDED
FROM TIME TO TIME, BY AND AMONG SYNIVERSE
HOLDINGS, INC., BUCCANEER HOLDINGS, INC. AND
BUCCANEER MERGER SUB, INC.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO
ADOPT THE AGREEMENT AND PLAN OF MERGER.
FIRST MERCURY FINANCIAL CORP.
SECURITY 320841109 MEETING TYPE Special
TICKER SYMBOL FMR MEETING DATE 14-Jan-2011
ISIN US3208411096 AGENDA 933359792 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO CONSIDER AND VOTE ON A PROPOSAL TO ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED AS OF
OCTOBER 28, 2010, AS IT MAY BE AMENDED FROM TIME TO TIME,
AMONG FAIRFAX FINANCIAL HOLDINGS LIMITED, FAIRFAX INVESTMENTS
II USA CORP. AND FIRST MERCURY FINANCIAL CORPORATION.
02 TO CONSIDER AND VOTE ON A PROPOSAL TO ADJOURN Management For For
THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE
PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER REFERENCED
IN PROPOSAL 1 ABOVE.
03 TO TRANSACT ANY OTHER BUSINESS THAT MAY Management For For
PROPERLY COME BEFORE THE SPECIAL MEETING, OR ANY
ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING, BY OR AT
THE DIRECTION OF THE BOARD OF DIRECTORS OF THE COMPANY.
MASSMART HOLDINGS LTD
SECURITY S4799N114 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 17-Jan-2011
ISIN ZAE000029534 AGENDA 702729091 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1 Resolved that the requirement contained in Rule 8 of SRP Code, Management For For
that following the implementation of the Scheme, Walmart is
obligated to make a mandatory offer to all Massmart ordinary
shareholders, be and is hereby expressly waived
2 Resolved that in terms of Schedule 14 of the Listings Management For For
Requirements of the JSE Limited (JSE) and subject to the
approval of the JSE, and in accordance with s222 of the
Companies Act No. 61 of 1973, as amended, where applicable,
that the rules of the Massmart Holdings Limited Employee
Share Scheme (first adopted by the Company at an annual
general meeting held on 20000612) as amended most recently at
the annual general meeting on 20101124 and incorporated in
the Massmart Holdings Limited Employee Share Trust (the
Trust) be amended, by the insertion of a new clause 40 into
the Trust
MASSMART HOLDINGS LTD
SECURITY S4799N114 MEETING TYPE Scheme Meeting
TICKER SYMBOL MEETING DATE 17-Jan-2011
ISIN ZAE000029534 AGENDA 702729320 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1 To consider the scheme in terms of which Walmart will Management For For
acquire 51 (fifty one) Massmart ordinary shares from each
Massmart ordinary shareholder (other than the excluded
shareholders) for every 100 (one hundred) Massmart ordinary
shares held for the scheme consideration of ZAR 148.00 (one
hundred and forty eight Rand) per Massmart ordinary share
which is payable on the operative date of the scheme, which
date is expected to be on Monday, 20110221
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN MEETING TYPE. 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
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 24
SEAGATE TECHNOLOGY PLC
SECURITY G7945M107 MEETING TYPE Annual
TICKER SYMBOL STX MEETING DATE 18-Jan-2011
ISIN IE00B58JVZ52 AGENDA 933359401 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A RE-ELECTION OF DIRECTOR: STEPHEN J. LUCZO Management For For
1B RE-ELECTION OF DIRECTOR: FRANK J. BIONDI, JR. Management For For
1C RE-ELECTION OF DIRECTOR: LYDIA M. MARSHALL Management For For
1D RE-ELECTION OF DIRECTOR: CHONG SUP PARK Management For For
1E RE-ELECTION OF DIRECTOR: ALBERT A. PIMENTEL Management For For
1F RE-ELECTION OF DIRECTOR: GREGORIO REYES Management For For
1G RE-ELECTION OF DIRECTOR: JOHN W. THOMPSON Management For For
1H RE-ELECTION OF DIRECTOR: EDWARD J. ZANDER Management For For
02 TO RECEIVE AND CONSIDER IRISH STATUTORY ACCOUNTS Management For For
FOR THE FISCAL YEAR ENDED JULY 2, 2010, AND REPORTS OF
DIRECTORS AND AUDITORS.
03 AUTHORIZATION TO HOLD THE 2011 ANNUAL GENERAL Management For For
MEETING OF SHAREHOLDERS OF THE COMPANY AT A
LOCATION OUTSIDE OF IRELAND.
04 AUTHORIZATION OF THE COMPANY AND/OR ANY OF ITS Management For For
SUBSIDIARIES TO MAKE OPEN-MARKET PURCHASES OF
SEAGATE ORDINARY SHARES.
05 DETERMINATION OF THE PRICE RANGE AT WHICH THE Management For For
COMPANY CAN RE-ISSUE TREASURY SHARES OFF-
MARKET.
06 TO APPOINT ERNST & YOUNG AS THE INDEPENDENT Management For For
AUDITORS OF THE COMPANY AND TO AUTHORIZE THE
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET
THE AUDITORS' REMUNERATION.
ROCK OF AGES CORPORATION
SECURITY 772632105 MEETING TYPE Special
TICKER SYMBOL ROAC MEETING DATE 18-Jan-2011
ISIN US7726321059 AGENDA 933360125 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF OCTOBER 18, 2010, BY AND AMONG ROCK OF
AGES CORPORATION, SWENSON GRANITE COMPANY, LLC
AND GRANITE ACQUISITION, LLC.
02 TO ADJOURN MEETING IF NECESSARY TO PERMIT Management For For
FURTHER SOLICITATION OF PROXIES IN THE EVENT THERE
ARE NOT SUFFICIENT VOTES OF CLASS A COMMON STOCK AT THE TIME
OF MEETING TO SATISFY THE CONDITION IN MERGER AGREEMENT THAT
MERGER AGREEMENT BE APPROVED BY A MAJORITY OF THE OUTSTANDING
SHARES OF OUR CLASS A COMMON STOCK, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
EURAND N.V.
SECURITY N31010106 MEETING TYPE Special
TICKER SYMBOL EURX MEETING DATE 19-Jan-2011
ISIN NL0000886448 AGENDA 933363854 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A TO APPOINT JOHN J. FRAHER AS EXECUTIVE DIRECTOR 'A' Management For For
AND CHIEF EXECUTIVE OFFICER OF THE COMPANY.
1B TO APPOINT CECILIA GONZALO AS A NON-EXECUTIVE Management For For
DIRECTOR 'B' OF THE COMPANY.
2A TO REVIEW AND APPROVE COMPENSATION FOR JOHN J. Management For For
FRAHER, EXECUTIVE DIRECTOR AND CHIEF EXECUTIVE
OFFICER OF THE COMPANY.
2B TO REVIEW AND APPROVE COMPENSATION FOR ANGELO Management For For
C. MALAHIAS, CHAIRMAN OF THE BOARD OF THE
COMPANY.
2C TO REVIEW AND APPROVE COMPENSATION FOR CECILIA Management For For
GONZALO AS A DIRECTOR OF THE COMPANY.
03 TO GRANT A DISCHARGE TO THE RESIGNING DIRECTORS Management For For
(GEAROID FAHERTY AND JONATHAN COSGRAVE) IN
RESPECT OF THEIR MANAGEMENT.
04 TO APPROVE THE SHARE PURCHASE AGREEMENT BY AND Management For For
AMONG THE COMPANY, AXCAN HOLDINGS INC. AND AXCAN
PHARMA HOLDING B.V.
05 TO REVIEW & APPROVE SALE OF ALL ASSETS & LIABILITIES Management For For
OF COMPANY TO AXCAN PHARMA HOLDING B.V. OR ONE
OR MORE OF ITS DESIGNEES.
06 TO APPROVE THE DESIGNATION OF THE MEMBERS OF Management For For
SPECIAL COMMITTEE WITH RESPECT TO SALE OF ASSETS
AND LIABILITIES OF THE COMPANY.
7A TO APPOINT RICHARD TARTE, VP, CORPORATE Management For For
DEVELOPMENT AND GENERAL COUNSEL OF AXCAN, AS AN
EXECUTIVE DIRECTOR 'A' OF THE COMPANY.
7B TO APPOINT RICHARD DEVLEESCHOUWER, SENIOR VICE Management For For
PRESIDENT, HUMAN RESOURCES OF AXCAN, AS AN
EXECUTIVE DIRECTOR 'A' OF THE COMPANY.
7C TO APPOINT STEVE GANNON, SENIOR VICE PRESIDENT, Management For For
CFO OF AXCAN, AS AN EXECUTIVE DIRECTOR 'A' OF THE
COMPANY.
08 TO APPROVE THE DISSOLUTION OF THE COMPANY, Management For For
EFFECTIVE UPON THE COMPLETION OF THE SUBSEQUENT
OFFERING PERIOD.
09 TO APPROVE THE APPOINTMENT OF AXCAN PHARMA Management For For
HOLDING B.V. KEEPER OF BOOKS & RECORDS OF
COMPANY UPON TERMINATION OF LIQUIDATION.
10 TO APPROVE ANY OTHER RESOLUTION TABLED IN Management For For
CONNECTION WITH THE ABOVE.
ProxyEdge
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Gabelli Enterprise Mergers and Acquisitions Fund 25
BUCYRUS INTERNATIONAL, INC.
SECURITY 118759109 MEETING TYPE Special
TICKER SYMBOL BUCY MEETING DATE 20-Jan-2011
ISIN US1187591094 AGENDA 933361949 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF NOVEMBER 14, 2010, AS IT MAY BE AMENDED
FROM TIME TO TIME, ("THE MERGER AGREEMENT"), BY
AND AMONG BUCYRUS INTERNATIONAL, INC.,
CATERPILLAR INC., AND BADGER MERGER SUB, INC.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO
ADOPT THE MERGER AGREEMENT.
CAMINO MINERALS CORPORATION
SECURITY 138050109 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL CAMZF MEETING DATE 25-Jan-2011
ISIN CA1380501090 AGENDA 933362864 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO SET THE NUMBER OF DIRECTORS AT FOUR (4). Management For For
02 DIRECTOR Management
1 R.E. GORDON DAVIS For For
2 GORDON BOGDEN For For
3 JAMES TUTTON For For
4 DAVID WATKINS For For
03 TO APPOINT PRICEWATERHOUSECOOPERS LLP, Management For For
CHARTERED ACCOUNTANTS, AS AUDITORS OF THE COMPANY FOR THE
ENSUING YEAR AT A REMUNERATION TO BE FIXED BY THE DIRECTORS.
04 TO APPROVE THE OPTION PLAN RESOLUTION RELATING Management For For
TO THE ADOPTION OF THE STOCK OPTION PLAN OF THE
COMPANY, AS DESCRIBED IN THE MANAGEMENT
INFORMATION CIRCULAR DATED DECEMBER 6, 2010.
DRAKA HOLDING NV
SECURITY N2771R199 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 26-Jan-2011
ISIN NL0000347813 AGENDA 702733040 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
CMMT PLEASE NOTE THAT BLOCKING WILL NOT APPLY WHEN Non-Voting
THERE IS A RECORD DATE-ASSOCIATED WITH THIS
MEETING. THANK YOU
1 Opening Non-Voting
2 Recent information and developments Non-Voting
3 Discussion of the intended public offer by Prysmian S.p.A. Non-Voting
on all the issued-and outstanding ordinary shares in the
capital of Draka (the "Offer")
4.a Amendment of the articles of association: Proposal to amend Management For For
the articles of association per the Settlement Date, being
the date on which the transfer of shares takes place upon
payment of the offer price, subject to the condition
precedent that the Offer is declared unconditional
4.b Amendment of the articles of association: Proposal to amend Management For For
the articles of association per the date of de-listing on
Euronext, subject to the condition precedent that the Offer
is declared unconditional
4.c Amendment of the articles of association: Proposal to grant Management For For
a power of attorney to each member of the Board of Management
and each separate civil law notary, deputy civil law notary
and notarial employee of Allen & Overy LLP, to apply for a
declaration of no objections to the Ministry of Justice on
the draft amendment to the articles of association and to
have all the deeds of amendment of the articles of
association executed, subject to the condition precedent
that the Offer is declared unconditional
5 Resignation of Mrs A.M. Fentener van Vlissingen and Messrs. Management For For
F.W. Frohlich, B.E. Dijkhuizen, F.H. Fentener van Vlissingen,
R.F.W. van Oordt and J.C.M. Schonfeld as members of the
Supervisory Board and the proposal to grant full and final
release from liability, subject to the condition precedent
that the Offer is declared unconditional
6 Appointment of Messrs. M. Battaini, P.F. Facchini and F. Management For For
Romeo as members of the Supervisory Board, subject to the
condition precedent that the Offer is declared unconditional
7 Any other business Non-Voting
8 Closing Non-Voting
SALLY BEAUTY HOLDINGS, INC.
SECURITY 79546E104 MEETING TYPE Annual
TICKER SYMBOL SBH MEETING DATE 28-Jan-2011
ISIN US79546E1047 AGENDA 933358702 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 KATHLEEN J. AFFELDT For For
2 WALTER L. METCALFE, JR. For For
3 EDWARD W. RABIN For For
4 GARY G. WINTERHALTER 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 2011.
03 APPROVAL OF THE COMPENSATION OF THE Management Abstain Against
CORPORATION'S EXECUTIVE OFFICERS INCLUDING THE
CORPORATION'S COMPENSATION PRACTICES AND
PRINCIPLES AND THEIR IMPLEMENTATION.
04 FREQUENCY OF ADVISORY VOTES ON EXECUTIVE Management Abstain Against
COMPENSATION.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 26
GRIFFON CORPORATION
SECURITY 398433102 MEETING TYPE Annual
TICKER SYMBOL GFF MEETING DATE 03-Feb-2011
ISIN US3984331021 AGENDA 933360048 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 BERTRAND M. BELL For For
2 ROBERT G. HARRISON For For
3 RONALD J. KRAMER For For
4 MARTIN S. SUSSMAN For For
02 APPROVAL OF THE RESOLUTION APPROVING THE Management Abstain Against
COMPENSATION OF OUR EXECUTIVE OFFICERS AS
DISCLOSED IN THE PROXY STATEMENT.
03 SELECTION OF VOTING FREQUENCY FOR FUTURE Management Abstain Against
ADVISORY VOTES ON THE COMPENSATION OF OUR
EXECUTIVE OFFICERS.
04 APPROVAL OF THE GRIFFON CORPORATION 2011 EQUITY Management Against Against
INCENTIVE PLAN.
05 APPROVAL OF THE GRIFFON CORPORATION 2011 Management For For
PERFORMANCE BONUS PLAN.
06 RATIFICATION OF THE SELECTION BY OUR AUDIT Management For For
COMMITTEE OF GRANT THORNTON LLP TO SERVE AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL 2011.
L-1 IDENTITY SOLUTIONS, INC.
SECURITY 50212A106 MEETING TYPE Special
TICKER SYMBOL ID MEETING DATE 03-Feb-2011
ISIN US50212A1060 AGENDA 933363967 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF SEPTEMBER 19, 2010, BY AND
AMONG L-1 IDENTITY SOLUTIONS, INC., A DELAWARE
CORPORATION, SAFRAN SA, A FRENCH SOCIETE
ANONYME, AND LASER ACQUISITION SUB INC., A
DELAWARE CORPORATION AND A WHOLLY OWNED
SUBSIDIARY OF SAFRAN SA, AND TO APPROVE THE
MERGER CONTEMPLATED BY THE MERGER AGREEMENT.
02 PROPOSAL TO ADJOURN OR POSTPONE 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 MERGER AGREEMENT
AND APPROVE THE MERGER.
CRUCELL NV, LEIDEN
SECURITY N23473106 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 08-Feb-2011
ISIN NL0000358562 AGENDA 702738949 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 770046 DUE TO ADDITION 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.
PLEASE NOTE THAT BLOCKING WILL NOT APPLY WHEN Non-Voting
THERE IS A RECORD DATE ASSOCIATE-D WITH THIS
MEETING. THANK YOU
1 Opening of the general meeting Non-Voting
2 Discussion of the contemplated offer of Johnson + Johnson Management For For
for all the outstanding shares in the capital of the company
and all aspects in connection therewith
3.a Proposal to amend the articles of association of the Company Management For For
with effect of the Settlement Date, being the date no later
than the third business day after the date the Offer has been
declared unconditional, under the condition precedent of the
contemplated offer of Johnson & Johnson for all the
outstanding shares in the capital of the Company (the Offer)
being declared unconditional
3.b Proposal to authorise each member o f the board of management Management For For
of the company and also each civil law notary, deputy civil
law notary and notarial assistant of allen + overy llp , each
of them severally, with effect of the settlement date, under
the condition precedent of the offer being declared
unconditional, to apply to the dutch ministry of justice for
the statement of no objection's and to have the deed of
amendment of the articles of association executed
4 Resignation of Messrs. W.M. Burns, S.A. Davis, P. Satow, Management For For
J.S.S. Shannon, G.R. Siber, F.F. Waller and C.-E .
Wilhelmsson as members of the supervisory board and the
proposal to grant discharge with effect of the settlement
date, under the condition precedent of the offer being
declared unconditional
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 27
5.a It is proposed to appoint J.H.J.Peeters as member of the Management For For
supervisory board where all details as laid down in article
2:158 paragraph 5, section 2: 142 paragraph 3 of the dutch
civil code are available for the general meeting of
shareholders
5.b It is proposed to appoint P.Stoffels as member of the Management For For
superviso board where all details as laid down in article 2:
158 paragraph 5, section 2: 142 paragraph 3 of the dutch
civil code are available for the general meeting of
shareholders
5.c It is proposed to appoint T.J.Heyman as member of the Management For For
supervisory board where all details as laid down in article
2:158 paragraph 5, section 2: 142 paragraph 3 of the dutch
civil code are available for the general meeting of
shareholders
5.d It is proposed to appoint J.J.U. Van Hoof as member of the Management For For
supervisory board where all details as laid down in article
2:158 paragraph 5, section 2: 142 paragraph 3 of the dutch
civil code are available for the general meeting of
shareholders
5.e It is proposed to appoint Ms.J.V.Griffiths as member of the Management For For
supervisory board where all details as laid down in article
2:158 paragraph 5, section 2: 142 paragraph 3 of the dutch
civil code are available for the general meeting of
shareholders
5.f It is proposed to appoint B.W. Van Zijll Langhout as member Management For For
of the supervisory board where all details as laid down in
article 2:158 paragraph 5, section 2: 142 paragraph 3 of the
dutch civil code are available for the general meeting of
shareholders
5.g It is proposed to appoint P.Korte as member of the Management For For
supervisory board where all details as laid down in article
2:158 paragraph 5, section 2: 142 paragraph 3 of the dutch
civil code are available for the general meeting of
shareholders
5.h It is proposed to appoint D.-J. Zweers as member of the Management For For
supervisory board where all details as laid down in article
2:158 paragraph 5, section 2: 142 paragraph 3 of the dutch
civil code are available for the general meeting of
shareholders
5.i It is proposed to appoint J.C. Bot as member of the Management For For
supervisory board where all details as laid down in article
2:158 paragraph 5, section 2 142 paragraph 3 of the dutch
civil code are available for the general meeting of
shareholders
6 Any other business Non-Voting
7 Closing of the general meeting Non-Voting
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN TEXT OF RESOLUTION 3A. IF-YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNL-ESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
CRUCELL N.V.
SECURITY 228769105 MEETING TYPE Special
TICKER SYMBOL CRXL MEETING DATE 08-Feb-2011
ISIN US2287691057 AGENDA 933366608 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
3A PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION OF Management For For
THE COMPANY WITH EFFECT OF THE SETTLEMENT DATE,
BEING THE DATE NO LATER THAN THE THIRD BUSINESS DAY AFTER
THE DATE THE OFFER HAS BEEN DECLARED UNCONDITIONAL, UNDER
THE CONDITION PRECEDENT OF THE CONTEMPLATED OFFER OF
JOHNSON & JOHNSON FOR ALL THE ISSUED AND OUTSTANDING SHARES
IN THE CAPITAL OF THE COMPANY (THE OFFER) BEING DECLARED
UNCONDITIONAL. (RESOLUTION).
3B PROPOSAL TO AUTHORISE EACH MEMBER OF THE BOARD Management For For
OF MANAGEMENT OF THE COMPANY AND ALSO EACH CIVIL
LAW NOTARY, DEPUTY CIVIL LAW NOTARY AND NOTARIAL ASSISTANT
OF ALLEN & OVERY LLP, EACH OF THEM SEVERALLY, WITH EFFECT OF
THE SETTLEMENT DATE, UNDER THE CONDITION PRECEDENT OF THE
OFFER BEING DECLARED UNCONDITIONAL, TO APPLY TO THE DUTCH
MINISTRY OF JUSTICE FOR THE STATEMENT OF NO OBJECTIONS AND
TO HAVE THE DEED OF AMENDMENT OF THE ARTICLES OF ASSOCIATION
EXECUTED. (RESOLUTION).
04 RESIGNATION SUPERVISORY BOARD AND DISCHARGE: Management For For
RESIGNATION OF MESSRS. W.M. BURNS, S.A. DAVIS, P.
SATOW, J.S.S. SHANNON, G.R. SIBER, F.F. WALLER AND C.-
E. WILHELMSSON AS MEMBERS OF THE SUPERVISORY
BOARD AND THE PROPOSAL TO GRANT DISCHARGE WITH
EFFECT OF THE SETTLEMENT DATE, UNDER THE
CONDITION PRECEDENT OF THE OFFER BEING DECLARED
UNCONDITIONAL. (RESOLUTION).
5A PROPOSAL TO APPOINT MR. J.H.J. PEETERS AS MEMBER Management For For
OF THE SUPERVISORY BOARD WITH EFFECT OF THE
SETTLEMENT DATE, UNDER THE CONDITION PRECEDENT
OF THE OFFER BEING DECLARED UNCONDITIONAL.
(RESOLUTION).
5B PROPOSAL TO APPOINT MR. P. STOFFELS AS MEMBER OF Management For For
THE SUPERVISORY BOARD WITH EFFECT OF THE
SETTLEMENT DATE, UNDER THE CONDITION PRECEDENT
OF THE OFFER BEING DECLARED UNCONDITIONAL.
(RESOLUTION).
5C PROPOSAL TO APPOINT MR. T.J. HEYMAN AS MEMBER OF Management For For
THE SUPERVISORY BOARD WITH EFFECT OF THE
SETTLEMENT DATE, UNDER THE CONDITION PRECEDENT
OF THE OFFER BEING DECLARED UNCONDITIONAL.
(RESOLUTION).
5D PROPOSAL TO APPOINT MR. J.J.U. VAN HOOF AS MEMBER Management For For
OF THE SUPERVISORY BOARD WITH EFFECT OF THE
SETTLEMENT DATE, UNDER THE CONDITION PRECEDENT
OF THE OFFER BEING DECLARED UNCONDITIONAL.
(RESOLUTION).
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 28
5E PROPOSAL TO APPOINT MS. J.V. GRIFFITHS AS MEMBER OF Management For For
THE SUPERVISORY BOARD WITH EFFECT OF THE
SETTLEMENT DATE, UNDER THE CONDITION PRECEDENT
OF THE OFFER BEING DECLARED UNCONDITIONAL.
(RESOLUTION).
5F PROPOSAL TO APPOINT MR. B.W. VAN ZIJLL LANGHOUT AS Management For For
MEMBER OF THE SUPERVISORY BOARD WITH EFFECT OF
THE SETTLEMENT DATE, UNDER THE CONDITION
PRECEDENT OF THE OFFER BEING DECLARED
UNCONDITIONAL. (RESOLUTION).
5G PROPOSAL TO APPOINT MR. P. KORTE AS MEMBER OF THE Management For For
SUPERVISORY BOARD WITH EFFECT OF THE SETTLEMENT
DATE, UNDER THE CONDITION PRECEDENT OF THE OFFER
BEING DECLARED UNCONDITIONAL. (RESOLUTION).
5H PROPOSAL TO APPOINT MR. D.-J. ZWEERS AS MEMBER OF Management For For
THE SUPERVISORY BOARD WITH EFFECT OF THE
SETTLEMENT DATE, UNDER THE CONDITION PRECEDENT
OF THE OFFER BEING DECLARED UNCONDITIONAL.
(RESOLUTION).
5I PROPOSAL TO APPOINT MR. J.C. BOT AS MEMBER OF THE Management For For
SUPERVISORY BOARD WITH EFFECT OF THE SETTLEMENT
DATE, UNDER THE CONDITION PRECEDENT OF THE OFFER
BEING DECLARED UNCONDITIONAL. (RESOLUTION).
TALECRIS BIOTHERAPEUTICS HOLDINGS CORP
SECURITY 874227101 MEETING TYPE Special
TICKER SYMBOL TLCR MEETING DATE 14-Feb-2011
ISIN US8742271013 AGENDA 933367662 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JUNE 6, 2010, AMONG GRIFOLS, S.A.,
GRIFOLS, INC., AND TALECRIS BIOTHERAPEUTICS
HOLDINGS CORP., AS IT MAY BE AMENDED FROM TIME TO
TIME
02 TO APPROVE ANY MOTION TO ADJOURN THE TALECRIS Management For For
SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES
NAVISTAR INTERNATIONAL CORPORATION
SECURITY 63934E108 MEETING TYPE Annual
TICKER SYMBOL NAV MEETING DATE 15-Feb-2011
ISIN US63934E1082 AGENDA 933365707 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 JAMES H. KEYES For For
2 JOHN D. CORRENTI For For
3 DANIEL C. USTIAN 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 RESTATED Management For For
CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK FROM 110,000,000
TO 220,000,000.
04 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
05 ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY Management Abstain Against
VOTE ON EXECUTIVE COMPENSATION.
06 STOCKHOLDER PROPOSAL REQUESTING ADOPTION OF A Shareholder Against For
POLICY TO OBTAIN STOCKHOLDER APPROVAL FOR
CERTAIN FUTURE SEVERANCE AGREEMENTS.
ATLAS ENERGY INC
SECURITY 049298102 MEETING TYPE Special
TICKER SYMBOL ATLS MEETING DATE 16-Feb-2011
ISIN US0492981024 AGENDA 933366266 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF NOVEMBER 8, 2010 AND AMENDED
AS OF DECEMBER 7, 2010, BY AND AMONG ATLAS ENERGY,
INC., CHEVRON CORPORATION AND ARKHAN
CORPORATION, PROVIDING FOR THE MERGER OF ARKHAN
CORPORATION, AN INDIRECT WHOLLY OWNED SUBSIDIARY
OF CHEVRON CORPORATION, WITH AND INTO ATLAS
ENERGY, INC.
02 THE PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A Management For For
LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, IN
THE VIEW OF THE ATLAS ENERGY, INC. BOARD OF DIRECTORS, TO
SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT
THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES AT THE
TIME OF SUCH ADJOURNMENT TO ADOPT THE MERGER AGREEMENT.
NOVELL, INC.
SECURITY 670006105 MEETING TYPE Special
TICKER SYMBOL NOVL MEETING DATE 17-Feb-2011
ISIN US6700061053 AGENDA 933367244 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF NOVEMBER 21, 2010, BY AND AMONG
NOVELL, INC., ATTACHMATE CORPORATION AND
LONGVIEW SOFTWARE ACQUISITION CORP., AS SUCH
AGREEMENT MAY BE AMENDED FROM TIME TO TIME.
02 TO AUTHORIZE THE BOARD OF DIRECTORS OF NOVELL, Management For For
INC., IN ITS DISCRETION, TO ADJOURN THE SPECIAL
MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT
VOTES IN FAVOR OF ADOPTION OF THE AGREEMENT AND PLAN OF
MERGER, DATED AS OF NOVEMBER 21, 2010, BY AND AMONG NOVELL,
INC., ATTACHMATE CORPORATION AND LONGVIEW SOFTWARE
ACQUISITION CORP. AT THE TIME OF THE SPECIAL MEETING.
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Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 29
DYNAMEX INC.
SECURITY 26784F103 MEETING TYPE Special
TICKER SYMBOL DDMX MEETING DATE 18-Feb-2011
ISIN US26784F1030 AGENDA 933367561 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF DECEMBER 14, 2010, AS IT MAY BE AMENDED
FROM TIME TO TIME, BY AND AMONG DYNAMEX INC.,
TRANSFORCE INC., AND TRANSFORCE ACQUISITION CORP.
02 TO APPROVE ANY 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 APPROVE THE PROPOSAL TO ADOPT
THE AGREEMENT AND PLAN OF MERGER.
COMPELLENT TECHNOLOGIES, INC.
SECURITY 20452A108 MEETING TYPE Special
TICKER SYMBOL CML MEETING DATE 22-Feb-2011
ISIN US20452A1088 AGENDA 933366254 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT Management For For
THE AGREEMENT AND PLAN OF MERGER, DATED AS OF
DECEMBER 12, 2010, AMONG DELL INTERNATIONAL L.L.C.,
DELL TRINITY HOLDINGS CORP. AND COMPELLENT
TECHNOLOGIES, INC. (THE "MERGER AGREEMENT"),
UNDER WHICH COMPELLENT TECHNOLOGIES, INC. WILL
BECOME A WHOLLY-OWNED SUBSIDIARY OF DELL
INTERNATIONAL L.L.C.
02 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADJOURN Management For For
THE SPECIAL MEETING, IF NECESSARY, FOR THE PURPOSE
OF SOLICITING ADDITIONAL PROXIES TO VOTE IN FAVOR OF THE
ADOPTION OF THE MERGER AGREEMENT.
HYPERCOM CORPORATION
SECURITY 44913M105 MEETING TYPE Special
TICKER SYMBOL HYC MEETING DATE 24-Feb-2011
ISIN US44913M1053 AGENDA 933366228 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF NOVEMBER 17, 2010, BY AND
AMONG HYPERCOM, VERIFONE SYSTEMS, INC., A
DELAWARE CORPORATION, AND HONEY ACQUISITION CO.,
A DELAWARE CORPORATION AND A WHOLLY OWNED
SUBSIDIARY OF VERIFONE, AND APPROVE THE MERGER
CONTEMPLATED BY THE MERGER AGREEMENT
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING OF STOCKHOLDERS OF HYPERCOM, IF NECESSARY, FOR ANY
PURPOSE, INCLUDING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
NOT SUFFICIENT VOTES TO APPROVE AND ADOPT THE MERGER
AGREEMENT AND APPROVE THE MERGER AT THE TIME OF THE SPECIAL
MEETING OF STOCKHOLDERS OF HYPERCOM
ALBERTO-CULVER COMPANY
SECURITY 013078100 MEETING TYPE Annual
TICKER SYMBOL ACV MEETING DATE 24-Feb-2011
ISIN US0130781000 AGENDA 933368878 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 THOMAS A. DATTILO For For
2 JIM EDGAR For For
3 SAM J. SUSSER For For
02 A NON-BINDING ADVISORY VOTE ON THE APPROVAL OF Management Abstain Against
EXECUTIVE COMPENSATION.
03 A NON-BINDING ADVISORY VOTE ON THE APPROVAL OF Management Abstain Against
THE FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION.
ASCENT MEDIA CORPORATION
SECURITY 043632108 MEETING TYPE Special
TICKER SYMBOL ASCMA MEETING DATE 24-Feb-2011
ISIN US0436321089 AGENDA 933368931 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 PROPOSAL TO APPROVE THE SALE OF 100% OF OUR Management Against Against
CONTENT DISTRIBUTION BUSINESS UNIT TO ENCOMPASS
DIGITAL MEDIA, INC. AND ITS WHOLLY-OWNED SUBSIDIARY.
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Gabelli Enterprise Mergers and Acquisitions Fund 30
BMP SUNSTONE CORPORATION
SECURITY 05569C105 MEETING TYPE Special
TICKER SYMBOL BJGP MEETING DATE 24-Feb-2011
ISIN US05569C1053 AGENDA 933370188 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF OCTOBER 28, 2010, AS AMENDED
BY THE FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER,
DATED AS OF NOVEMBER 22, 2010, BY AND AMONG SANOFI-AVENTIS,
STAR 2010, INC. AND BMP SUNSTONE CORPORATION AND TO APPROVE
THE MERGER.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL 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 AND APPROVE THE MERGER.
GREIF, INC.
SECURITY 397624206 MEETING TYPE Annual
TICKER SYMBOL GEFB MEETING DATE 28-Feb-2011
ISIN US3976242061 AGENDA 933366026 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
I 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 PATRICK J. NORTON For For
9 JOHN W. MCNAMARA For For
II PROPOSAL TO AMEND A MATERIAL TERM OF THE Management For For
PERFORMANCE-BASED INCENTIVE COMPENSATION PLAN
III PROPOSAL TO REAFFIRM APPROVAL OF THE MATERIAL Management For For
TERMS OF THE AMENDED AND RESTATED LONG-TERM
INCENTIVE PLAN
IV PROPOSAL TO AMEND A MATERIAL TERM OF THE 2001 Management For For
MANAGEMENT EQUITY INCENTIVE AND COMPENSATION
PLAN
V ADVISORY VOTE - RESOLUTION TO APPROVE THE Management Abstain Against
COMPENSATION, AS DISCLOSED IN THE COMPENSATION DISCUSSION
AND ANALYSIS SECTION AND COMPENSATION TABLES, AS WELL AS THE
OTHER NARRATIVE EXECUTIVE COMPENSATION DISCLOSURES, CONTAINED
IN THE DEFINITIVE PROXY STATEMENT FOR THE 2011 ANNUAL MEETING
OF STOCKHOLDERS, OF THE NAMED EXECUTIVE OFFICERS IDENTIFIED
IN SUCH PROXY STATEMENT
VI ADVISORY VOTE - FREQUENCY OF CONDUCTING FUTURE Management Abstain Against
ADVISORY VOTES ON COMPENSATION OF NAMED
EXECUTIVE OFFICERS
MEDIACOM COMMUNICATIONS CORPORATION
SECURITY 58446K105 MEETING TYPE Special
TICKER SYMBOL MCCC MEETING DATE 04-Mar-2011
ISIN US58446K1051 AGENDA 933370809 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF NOVEMBER 12, 2010, BY AND AMONG
MEDIACOM COMMUNICATIONS CORPORATION, JMC COMMUNICATIONS LLC
AND ROCCO B. COMMISSO, AS IT MAY BE AMENDED FROM TIME TO TIME,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
02 TO APPROVE ANY MOTION TO ADJOURN THE SPECIAL Management For For
MEETING TO A LATER DATE TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE ANY INSUFFICIENT VOTES AT THE TIME OF
THE SPECIAL MEETING TO APPROVE PROPOSAL 1.
03 IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO Management For For
VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 31
DEL MONTE FOODS COMPANY
SECURITY 24522P103 MEETING TYPE Special
TICKER SYMBOL DLM MEETING DATE 07-Mar-2011
ISIN US24522P1030 AGENDA 933366177 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF NOVEMBER 24, 2010, AS IT MAY BE AMENDED
FROM TIME TO TIME, BY AND AMONG DEL MONTE FOODS
COMPANY, BLUE ACQUISITION GROUP, INC., AND BLUE
MERGER SUB INC.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO
ADOPT THE AGREEMENT AND PLAN OF MERGER.
TYCO ELECTRONICS LTD
SECURITY H8912P106 MEETING TYPE Annual
TICKER SYMBOL TEL MEETING DATE 09-Mar-2011
ISIN CH0102993182 AGENDA 933369755 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A ELECTION OF DIRECTOR: PIERRE R. BRONDEAU Management For For
1B ELECTION OF DIRECTOR: JUERGEN W. GROMER Management For For
1C ELECTION OF DIRECTOR: ROBERT M. HERNANDEZ Management For For
1D ELECTION OF DIRECTOR: THOMAS J. LYNCH Management For For
1E ELECTION OF DIRECTOR: DANIEL J. PHELAN Management For For
1F ELECTION OF DIRECTOR: FREDERIC M. POSES Management For For
1G ELECTION OF DIRECTOR: LAWRENCE S. SMITH Management For For
1H ELECTION OF DIRECTOR: PAULA A. SNEED Management For For
1I ELECTION OF DIRECTOR: DAVID P. STEINER Management For For
1J ELECTION OF DIRECTOR: JOHN C. VAN SCOTER Management For For
2A TO APPROVE THE 2010 ANNUAL REPORT OF TYCO Management For For
ELECTRONICS LTD. (EXCLUDING THE STATUTORY
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
SEPTEMBER 24, 2010 AND THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER
24, 2010)
2B TO APPROVE THE STATUTORY FINANCIAL STATEMENTS OF Management For For
TYCO ELECTRONICS LTD. FOR THE FISCAL YEAR ENDED
SEPTEMBER 24, 2010
2C TO APPROVE THE CONSOLIDATED FINANCIAL Management For For
STATEMENTS OF TYCO ELECTRONICS LTD. FOR THE
FISCAL YEAR ENDED SEPTEMBER 24, 2010
03 TO RELEASE THE MEMBERS OF THE BOARD OF Management For For
DIRECTORS AND EXECUTIVE OFFICERS OF TYCO
ELECTRONICS FOR ACTIVITIES DURING THE FISCAL YEAR
ENDED SEPTEMBER 24, 2010
4A TO ELECT DELOITTE & TOUCHE LLP AS TYCO Management For For
ELECTRONICS' INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2011
4B TO ELECT DELOITTE AG, ZURICH, SWITZERLAND, AS TYCO Management For For
ELECTRONICS' SWISS REGISTERED AUDITOR UNTIL THE
NEXT ANNUAL GENERAL MEETING OF TYCO ELECTRONICS
4C TO ELECT PRICEWATERHOUSECOOPERS AG, ZURICH, Management For For
SWITZERLAND, AS TYCO ELECTRONICS' SPECIAL AUDITOR
UNTIL THE NEXT ANNUAL GENERAL MEETING OF TYCO
ELECTRONICS
05 AN ADVISORY VOTE ON EXECUTIVE COMPENSATION Management Abstain Against
06 AN ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN Management Abstain Against
ADVISORY VOTE ON EXECUTIVE COMPENSATION. THERE
IS NO MANAGEMENT RECOMMENDATION FOR PROPOSAL
6. IF NO DIRECTION IS MADE OR GIVEN, THIS PROPOSAL
WILL BE VOTED AS ABSTAIN.
07 TO APPROVE A DIVIDEND PAYMENT TO SHAREHOLDERS IN Management For For
A SWISS FRANC AMOUNT EQUAL TO US$ 0.72 PER ISSUED
SHARE (INCLUDING TREASURY SHARES) TO BE PAID IN FOUR EQUAL
QUARTERLY INSTALLMENTS OF US$ 0.18 STARTING WITH THE THIRD
FISCAL QUARTER OF 2011 AND ENDING IN THE SECOND FISCAL
QUARTER OF 2012 PURSUANT TO THE TERMS OF THE DIVIDEND
RESOLUTION
08 TO APPROVE THE CHANGE OF TYCO ELECTRONICS' Management For For
CORPORATE NAME FROM "TYCO ELECTRONICS LTD." TO
"TE CONNECTIVITY LTD." AND RELATED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
09 TO APPROVE THE RENEWAL OF AUTHORIZED CAPITAL AND Management For For
RELATED AMENDMENT TO THE ARTICLES OF ASSOCIATION
10 TO APPROVE A REDUCTION OF SHARE CAPITAL FOR Management For For
SHARES ACQUIRED UNDER TYCO ELECTRONICS' SHARE
REPURCHASE PROGRAM AND RELATED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
11 TO APPROVE AN AUTHORIZATION RELATED TO TYCO Management For For
ELECTRONICS' SHARE REPURCHASE PROGRAM
12 TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS Management For For
OF THE ANNUAL GENERAL MEETING
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 32
TYCO ELECTRONICS LTD
SECURITY H8912P106 MEETING TYPE Annual
TICKER SYMBOL TEL MEETING DATE 09-Mar-2011
ISIN CH0102993182 AGENDA 933374910 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A ELECTION OF DIRECTOR: PIERRE R. BRONDEAU Management For For
1B ELECTION OF DIRECTOR: JUERGEN W. GROMER Management For For
1C ELECTION OF DIRECTOR: ROBERT M. HERNANDEZ Management For For
1D ELECTION OF DIRECTOR: THOMAS J. LYNCH Management For For
1E ELECTION OF DIRECTOR: DANIEL J. PHELAN Management For For
1F ELECTION OF DIRECTOR: FREDERIC M. POSES Management For For
1G ELECTION OF DIRECTOR: LAWRENCE S. SMITH Management For For
1H ELECTION OF DIRECTOR: PAULA A. SNEED Management For For
1I ELECTION OF DIRECTOR: DAVID P. STEINER Management For For
1J ELECTION OF DIRECTOR: JOHN C. VAN SCOTER Management For For
2A TO APPROVE THE 2010 ANNUAL REPORT OF TYCO Management For For
ELECTRONICS LTD. (EXCLUDING THE STATUTORY
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
SEPTEMBER 24, 2010 AND THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER
24, 2010)
2B TO APPROVE THE STATUTORY FINANCIAL STATEMENTS OF Management For For
TYCO ELECTRONICS LTD. FOR THE FISCAL YEAR ENDED
SEPTEMBER 24, 2010
2C TO APPROVE THE CONSOLIDATED FINANCIAL Management For For
STATEMENTS OF TYCO ELECTRONICS LTD. FOR THE
FISCAL YEAR ENDED SEPTEMBER 24, 2010
03 TO RELEASE THE MEMBERS OF THE BOARD OF Management For For
DIRECTORS AND EXECUTIVE OFFICERS OF TYCO
ELECTRONICS FOR ACTIVITIES DURING THE FISCAL YEAR
ENDED SEPTEMBER 24, 2010
4A TO ELECT DELOITTE & TOUCHE LLP AS TYCO Management For For
ELECTRONICS' INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2011
4B TO ELECT DELOITTE AG, ZURICH, SWITZERLAND, AS TYCO Management For For
ELECTRONICS' SWISS REGISTERED AUDITOR UNTIL THE
NEXT ANNUAL GENERAL MEETING OF TYCO ELECTRONICS
4C TO ELECT PRICEWATERHOUSECOOPERS AG, ZURICH, Management For For
SWITZERLAND, AS TYCO ELECTRONICS' SPECIAL AUDITOR
UNTIL THE NEXT ANNUAL GENERAL MEETING OF TYCO
ELECTRONICS
05 AN ADVISORY VOTE ON EXECUTIVE COMPENSATION Management Abstain Against
06 AN ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN Management Abstain Against
ADVISORY VOTE ON EXECUTIVE COMPENSATION. THERE
IS NO MANAGEMENT RECOMMENDATION FOR PROPOSAL
6. IF NO DIRECTION IS MADE OR GIVEN, THIS PROPOSAL
WILL BE VOTED AS ABSTAIN.
07 TO APPROVE A DIVIDEND PAYMENT TO SHAREHOLDERS IN Management For For
A SWISS FRANC AMOUNT EQUAL TO US$ 0.72 PER ISSUED
SHARE (INCLUDING TREASURY SHARES) TO BE PAID IN FOUR EQUAL
QUARTERLY INSTALLMENTS OF US$ 0.18 STARTING WITH THE THIRD
FISCAL QUARTER OF 2011 AND ENDING IN THE SECOND FISCAL
QUARTER OF 2012 PURSUANT TO THE TERMS OF THE DIVIDEND
RESOLUTION
08 TO APPROVE THE CHANGE OF TYCO ELECTRONICS' Management For For
CORPORATE NAME FROM "TYCO ELECTRONICS LTD." TO
"TE CONNECTIVITY LTD." AND RELATED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
09 TO APPROVE THE RENEWAL OF AUTHORIZED CAPITAL AND Management For For
RELATED AMENDMENT TO THE ARTICLES OF ASSOCIATION
10 TO APPROVE A REDUCTION OF SHARE CAPITAL FOR Management For For
SHARES ACQUIRED UNDER TYCO ELECTRONICS' SHARE
REPURCHASE PROGRAM AND RELATED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
11 TO APPROVE AN AUTHORIZATION RELATED TO TYCO Management For For
ELECTRONICS' SHARE REPURCHASE PROGRAM
12 TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS Management For For
OF THE ANNUAL GENERAL MEETING
MERCER INSURANCE GROUP, INC.
SECURITY 587902107 MEETING TYPE Special
TICKER SYMBOL MIGP MEETING DATE 16-Mar-2011
ISIN US5879021070 AGENDA 933372891 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF NOVEMBER 30, 2010,
AMONG MERCER INSURANCE GROUP, INC., UNITED FIRE &
CASUALTY COMPANY, AND RED OAK ACQUISITION CORP.,
AS IT MAY BE AMENDED FROM TIME TO TIME.
02 PROPOSAL TO APPROVE AN ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO
APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER
REFERENCED IN PROPOSAL 1.
ATHEROS COMMUNICATIONS, INC.
SECURITY 04743P108 MEETING TYPE Special
TICKER SYMBOL ATHR MEETING DATE 18-Mar-2011
ISIN US04743P1084 AGENDA 933373982 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JANUARY 5, 2011 (THE "MERGER
AGREEMENT"), BY AND AMONG ATHEROS
COMMUNICATIONS, INC., (THE "COMPANY"), QUALCOMM
INCORPORATED, ("PARENT"), AND T MERGER SUB, INC.,
("MERGER SUB"), ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
02 TO APPROVE THE POSTPONEMENT OR ADJOURNMENT OF Management For For
THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THERE ARE INSUFFICIENT VOTES
AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER
AGREEMENT.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 33
JO-ANN STORES, INC.
SECURITY 47758P307 MEETING TYPE Special
TICKER SYMBOL JAS MEETING DATE 18-Mar-2011
ISIN US47758P3073 AGENDA 933374807 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF DECEMBER 23, 2010 (THE "MERGER
AGREEMENT"), AS IT MAY BE AMENDED FROM TIME TO
TIME, BY AND AMONG JO-ANN STORES, INC., AN OHIO
CORPORATION, NEEDLE HOLDINGS INC., A DELAWARE
CORPORATION, AND NEEDLE MERGER SUB CORP., AN
OHIO CORPORATION.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO
APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.
WILMINGTON TRUST CORPORATION
SECURITY 971807102 MEETING TYPE Special
TICKER SYMBOL WL MEETING DATE 22-Mar-2011
ISIN US9718071023 AGENDA 933373259 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, OR Management For For
MERGER AGREEMENT, DATED AS OF OCTOBER 31, 2010,
BY AND AMONG M&T BANK CORPORATION, A NEW YORK
CORPORATION, MTB ONE, INC., A DELAWARE
CORPORATION AND WHOLLY OWNED DIRECT SUBSIDIARY
OF M&T, AND WILMINGTON TRUST CORPORATION,
PURSUANT TO WHICH MTB ONE, INC. WILL MERGE WITH
AND INTO WILMINGTON TRUST CORPORATION.
02 TO ADJOURN, POSTPONE OR CONTINUE THE SPECIAL Management For For
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN
FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT.
AIRTRAN HOLDINGS, INC.
SECURITY 00949P108 MEETING TYPE Special
TICKER SYMBOL AAI MEETING DATE 23-Mar-2011
ISIN US00949P1084 AGENDA 933373247 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF SEPTEMBER 26, 2010, BY AND AMONG
SOUTHWEST AIRLINES CO. ("SOUTHWEST"), AIRTRAN
HOLDINGS, INC. AND GUADALUPE HOLDINGS CORP., A
WHOLLY OWNED SUBSIDIARY OF SOUTHWEST.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT VOTES TO APPROVE PROPOSAL 1.
Q-MED AB, UPPSALA
SECURITY W71001106 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 28-Mar-2011
ISIN SE0000426462 AGENDA 702826198 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 794777 DUE TO CHANGE IN VO-TING STATUS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL 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
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER 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
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting
ACCEPT ABSTAIN AS A VALID VO-TE OPTION. THANK YOU
1 Opening of the Extraordinary General Meeting Non-Voting
2 Election of the Chair for the meeting Non-Voting
3 Drawing up and approval of the voting list Non-Voting
4 Approval of the agenda for the meeting Non-Voting
5 Election of one or two people to verify the minutes Non-Voting
6 Consideration of whether the meeting has been duly convened Non-Voting
7 Determination of the number of Board members Management For For
8 Determination of fees for each Board member Management For For
9 Election of members of the Board Management For For
10 Resolution regarding election committee Management For For
11 Resolution regarding principles for remuneration and other Management For For
conditions of employment for senior management
12 Closing of the Extraordinary General Meeting Non-Voting
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 34
FRONTEER GOLD INC.
SECURITY 359032109 MEETING TYPE Special
TICKER SYMBOL FRG MEETING DATE 30-Mar-2011
ISIN CA3590321095 AGENDA 933379972 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 THE SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS Management For For
ATTACHED AS APPENDIX "A" TO THE MANAGEMENT
INFORMATION CIRCULAR DATED MARCH 2, 2011 (THE "INFORMATION
CIRCULAR"), TO APPROVE A PLAN OF ARRANGEMENT PURSUANT TO
SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO),
INVOLVING THE CORPORATION, NEWMONT MINING CORPORATION, PILOT
GOLD INC. ("PILOT GOLD") AND THE SECURITYHOLDERS, ALL AS MORE
PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR;
02 THE ORDINARY RESOLUTION, THE FULL TEXT OF WHICH IS Management For For
SET FORTH IN THE INFORMATION CIRCULAR UNDER THE
HEADING "OTHER MATTERS TO BE CONSIDERED AT THE MEETING -
APPROVAL OF PILOT GOLD OPTION PLAN", TO APPROVE A STOCK
OPTION PLAN OF PILOT GOLD, AS MORE PARTICULARLY DESCRIBED
IN THE INFORMATION CIRCULAR.
CARDO AB
SECURITY W1991F100 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 04-Apr-2011
ISIN SE0000262982 AGENDA 702814131 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL 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 MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER 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
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting
ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU
1 Opening of the meeting Non-Voting
2 Election of Claes Boustedt as a chairman to preside at the Management For For
meeting
3 Preparation and approval of voting list Management For For
4 Approval of agenda Management For For
5 Election of two people to check the minutes Management For For
6 Question of whether the meeting has been properly convened Management For For
7 Presentation of (a) the annual report and audit report, (b) Non-Voting
the consolidated-financial statements and the audit report
for the Group, (c) the Board of-Directors' proposal for
dividend
8 The President's report Management For For
9 Resolution on adoption of the income statement and balance Management For For
sheet as well as of the consolidated income statement and
consolidated balance sheet, all as per December 31 2010
10 The Board of Directors proposes declaring a dividend of SEK Management For For
10.00 per share for the financial year 2010. The proposed
record day is April 7 2011. Provided the meeting resolves in
accordance with the proposal, Euroclear Sweden AB expects to
be able to distribute dividend on April 12 2011. Should the
Annual General Meeting resolve on dividend in accordance
with the Board's proposal, the price of SEK 420 per share
that Assa Abloy has offered the shareholders in Cardo, within
the framework of the public offer that Assa Abloy announced
on December 13 2010, will be reduced by an equivalent amount
per share
11 Resolution on discharge from responsibility for the members Management For For
of the Board of Directors and the President
12 Establishment of the number of Directors Management For For
13 Establishment of fees for the Board of Directors and auditors Management For For
14 Election of L E Lundbergforetagen AB, Johan Stahl, Lannebo Management For For
funds, Bjorn Franzon, Swedbank Robur funds and Fredrik
Lundberg, as Board of Directors
15 The Board of Directors proposes that the Annual General Management For For
Meeting resolve on guidelines for remuneration of senior
management, principally involving the utilization of market
rates of pay and other terms of employment that bear a
relation to responsibility and authority for Group management.
Besides a fixed annual salary,
Group management shall also be able to receive variable
remuneration, which shall be based on predetermined and
measurable criteria such as the earnings trend and the
return on capital employed compared with set targets.
Variable remuneration shall be equivalent CONTD
CONT CONTD to a maximum of 50 percent of the fixed annual salary Non-Voting
for the President-and to a maximum of 40 percent of
the fixed annual salary for other members-of Group management.
Remuneration shall not be made in the form of options
or-other share-related incentive programs. The proposed
guidelines entirely-accord with the previous year's
guidelines
16 Closing of the meeting Non-Voting
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 35
LUNDIN MINING CORPORATION
SECURITY 550372106 MEETING TYPE Special
TICKER SYMBOL LUNMF MEETING DATE 04-Apr-2011
ISIN CA5503721063 AGENDA 933373603 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 THE PLAN OF ARRANGEMENT (THE "ARRANGEMENT") Management For For
UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT
PROVIDING FOR THE AMALGAMATION OF LUNDIN MINING CORPORATION
AND INMET MINING CORPORATION, AS MORE PARTICULARLY DESCRIBED
IN THE ACCOMPANYING JOINT MANAGEMENT INFORMATION CIRCULAR OF
LUNDIN MINING CORPORATION AND INMET MINING CORPORATION.
ALCON, INC.
SECURITY H01301102 MEETING TYPE Annual
TICKER SYMBOL ACL MEETING DATE 07-Apr-2011
ISIN CH0013826497 AGENDA 933378499 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 APPROVAL OF MERGER AGREEMENT, AS OF DECEMBER Management For For
14, 2010, ENTERED INTO BY AND BETWEEN ALCON, INC.
AND NOVARTIS AG
02 APPROVAL OF THE 2010 BUSINESS REPORT, INCLUDING Management For For
THE OPERATING REVIEW, SWISS STATUTORY FINANCIAL
STATEMENTS AND CONSOLIDATED FINANCIAL
STATEMENTS OF ALCON, INC. AND ITS SUBSIDIARIES
03 DISCHARGE OF THE CURRENT AND FORMER MEMBERS OF Management For For
THE BOARD OF DIRECTORS OF ALCON, INC. FOR THEIR
TERM OF OFFICE FROM JANUARY 1, 2010 UP TO APRIL 1,
2011
04 RE-ELECTION OF KPMG AG, ZUG, SWITZERLAND, AS Management For For
AUDITORS FOR PERIOD BETWEEN THE ALCON, INC.
ANNUAL GENERAL MEETING AND COMPLETION OF THE
MERGER OF ALCON, INC. WITH AND INTO NOVARTIS AG
5A RE-ELECTION OF THE BOARD OF DIRECTOR: THOMAS G. Management For For
PLASKETT
5B RE-ELECTION OF THE BOARD OF DIRECTOR: CARY R. Management For For
RAYMENT
5C RE-ELECTION OF THE BOARD OF DIRECTOR: DR. ENRICO Management For For
VANNI
5D RE-ELECTION OF THE BOARD OF DIRECTOR: DR. DANIEL Management For For
VASELLA
5E RE-ELECTION OF THE BOARD OF DIRECTOR: NORMAN Management For For
WALKER
ALCON, INC.
SECURITY H01301102 MEETING TYPE Annual
TICKER SYMBOL ACL MEETING DATE 07-Apr-2011
ISIN CH0013826497 AGENDA 933393237 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 APPROVAL OF MERGER AGREEMENT, AS OF DECEMBER Management For For
14, 2010, ENTERED INTO BY AND BETWEEN ALCON, INC.
AND NOVARTIS AG
02 APPROVAL OF THE 2010 BUSINESS REPORT, INCLUDING Management For For
THE OPERATING REVIEW, SWISS STATUTORY FINANCIAL
STATEMENTS AND CONSOLIDATED FINANCIAL
STATEMENTS OF ALCON, INC. AND ITS SUBSIDIARIES
03 DISCHARGE OF THE CURRENT AND FORMER MEMBERS OF Management For For
THE BOARD OF DIRECTORS OF ALCON, INC. FOR THEIR
TERM OF OFFICE FROM JANUARY 1, 2010 UP TO APRIL 1,
2011
04 RE-ELECTION OF KPMG AG, ZUG, SWITZERLAND, AS Management For For
AUDITORS FOR PERIOD BETWEEN THE ALCON, INC.
ANNUAL GENERAL MEETING AND COMPLETION OF THE
MERGER OF ALCON, INC. WITH AND INTO NOVARTIS AG
5A RE-ELECTION OF THE BOARD OF DIRECTOR: THOMAS G. Management For For
PLASKETT
5B RE-ELECTION OF THE BOARD OF DIRECTOR: CARY R. Management For For
RAYMENT
5C RE-ELECTION OF THE BOARD OF DIRECTOR: DR. ENRICO Management For For
VANNI
5D RE-ELECTION OF THE BOARD OF DIRECTOR: DR. DANIEL Management For For
VASELLA
5E RE-ELECTION OF THE BOARD OF DIRECTOR: NORMAN Management For For
WALKER
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 36
WIMM BILL DANN FOODS
SECURITY 97263M109 MEETING TYPE Special
TICKER SYMBOL WBD MEETING DATE 08-Apr-2011
ISIN US97263M1099 AGENDA 933398251 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 EARLY TERMINATION OF THE POWERS OF ALL THE BOARD Management Abstain Against
OF DIRECTORS MEMBERS OF WBD FOODS OJSC.
02 DIRECTOR Management
1 RAMON LUIS LAGUARTA For For
2 A.N. SEYMOUR HAMPTON For For
3 W. TIMOTHY HEAVISIDE For For
4 PAUL DOMINIC KIESLER For For
5 ANDREAS EPIFANIOU For For
6 ANDREW JOHN MACLEOD For For
7 SERGIO EZAMA For For
8 R.V. BOLOTOVSKY For For
9 SILVIU EUGENIU POPOVICI For For
10 MARCUS RHODES For For
11 D. VLADIMIROVICH IVANOV For For
SMITH & NEPHEW GROUP P L C
SECURITY G82343164 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 14-Apr-2011
ISIN GB0009223206 AGENDA 702820463 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1 To adopt the report and accounts Management For For
2 To approve the remuneration report Management For For
3 To declare a final dividend Management For For
4 Re-election of director Mr Ian E Barlow Management For For
5 Re-election of director Prof Genevieve B Berger Management For For
6 Re-election of director Mr Olivier Bohuon Management For For
7 Re-election of director Mr John Buchanan Management For For
8 Re-election of director Mr Adrian Hennah Management For For
9 Re-election of director Dr Pamela J Kirby Management For For
10 Re-election of director Mr Brian Larcombe Management For For
11 Re-election of director Mr Joseph C Papa Management For For
12 Re-election of director Mr Richard De Schutter Management For For
13 Re-election of director Dr Rolf W H Stomberg Management For For
14 To reappoint the auditors Management For For
15 To authorise the directors to determine the remuneration of Management For For
the auditors
16 To renew the directors authority to allot shares Management For For
17 To renew the directors authority for the disapplication of Management For For
pre-emption rights
18 To renew the directors limited authority to make market Management For For
purchases of the Company's own shares
19 To authorise general meetings to be held on 14 days notice Management For For
ZON MULTIMEDIA - SERVICOS DE TELECOMUNICACOES E MU
SECURITY X9819B101 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 15-Apr-2011
ISIN PTZON0AM0006 AGENDA 702857662 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1 To resolve on the management report, balance sheet and Management For For
accounts, individual and consolidated, and the corporate
governance report, for the year 2010
2 To resolve on the proposal for application and distribution Management For For
of profits
3 To resolve on a general appraisal of the Company's management Management For For
and supervision
4 To appreciate the compensation committee statement on the Management For For
remuneration policy of the members of the management and
supervisory bodies
5 To resolve on the amendment of paragraph 2 of article 2 of Management For For
the Articles of Association
6 To resolve on (i) the addition of a new paragraph 2 and Management For For
paragraphs 13 and 14 to article 12 of the Articles of
Association and inherent renumbering of the former
paragraphs 2,4 to 11 (current 3 to 12); (ii) amendment of
subparagraph c) of paragraph 1 of article 11, paragraphs 3, 4
and 8 (former paragraphs 2, 3 and 7) of article 12, of
subparagraph b) of paragraph 12 (former paragraph 11) of
article 12, paragraphs 2 and 5 of article 13 and subparagraph
b) of paragraph 4 of article 13 of the Articles of
Association; (iii) the suppression of subparagraph a) of
paragraph 1 of article 11, of the subparagraphs e) and f) of
paragraph 12 (former paragraph 11) of article 12 and article
27 of the Articles of Association
7 To resolve on the acquisition and disposal of own shares Management For For
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 37
BULGARI SPA, ROMA
SECURITY T23079113 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 18-Apr-2011
ISIN IT0001119087 AGENDA 702838220 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A-SECOND CALL ON 20
APR 2011 CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN-VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU
1 Balance sheet as of 31-Dec-10. Board of Directors report on Management For For
management activity, Internal and External Auditors' reports.
Profit allocation. Consolidated balance sheet as of 31-Dec-10.
Resolutions related there to
2 To appoint Internal Auditors for financial years 2011 - 2013 Management For For
and to state related emolument. Resolutions related there to
3 Proposal to authorize the purchase and sale of own shares Management For For
also by using financial instruments (put and call options).
Resolutions related there to
CIMPOR - CIMENTOS DE PORTUGAL S.G.P.S.SA, LISBOA
SECURITY X13765106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 18-Apr-2011
ISIN PTCPR0AM0003 AGENDA 702902594 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 785085 DUE TO ADDITION 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 Resolve on the accounts' reporting documents, notably the Management For For
management report, the corporate governance report and the
financial accounts, and other corporate, supervisory and
audit information documents regarding the financial year of
2010
2 Resolve on the proposal for the allocation of profits Management For For
3 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder Against For
PROPOSAL: Resolve on the general appraisal of the
management and supervision of the company
4 Resolve on the declaration on the remuneration policy of the Management For For
members of the management and supervisory bodies of the
company
5 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder Against For
PROPOSAL: Resolve on the election of a new director of the
company for the current term-of-office (2009 2012), in view
of the resignation submitted
6 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder Against For
PROPOSAL: Resolve on the authorisation to be granted, for
the purpose of article 398(3) of the Portuguese Companies
Code, to Mr. Paulo Henrique de Oliveira Santos, elected as
member of the Board of Directors of the Company under the
preceding item, for discharging competing activity and/or
functions in a competing company, in the context of his
appointment for the account or on behalf of a shareholder
deemed as competing company
7 Resolve on the disposal of own shares to company employees Management For For
and members of the management body and employees of
affiliates under the share allocation plan to employees and
management team, as well as the approval of the respective
regulation
8 Resolve on the disposal of own shares to executives of the Management For For
group and members of the management bodies of the Company and
of affiliates in implementation of the stock options plans
approved in 2009 and 2010, as well as the approval of the
Company's new stock options plan and respective regulation
9 Resolve on the acquisition and disposal of own shares Management For For
10 Resolve on the partial amendment to article seven of the Management For For
articles of association
11 Resolve on the partial amendment to article sixteen of the Management For For
articles of association
12 Resolve on the group relationship with two wholly controlled Management For For
companies, named KANDMAD - Sociedade Gestora de
Participacoes Sociais, Lda. and CIMPOR Servicos de Apoio
a Gestao de Empresas, S.A., in accordance with article 489
of the Portuguese Companies Code
OCE N V
SECURITY 674627104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 19-Apr-2011
ISIN NL0000354934 AGENDA 702830046 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
CMMT PLEASE NOTE THAT BLOCKING WILL NOT APPLY WHEN Non-Voting
THERE IS A RECORD DATE ASSOCIATE-D WITH THIS
MEETING. THANK YOU
1 Opening and announcements Non-Voting
2 Report of the Chairman of the Executive Board and Report Non-Voting
of the Executive Boar-d
3 Report of the Supervisory Board Non-Voting
4 Adoption of the Financial Statements for 2010 Management For For
5a Release and discharge of the members of the Executive Board Management For For
5b Release and discharge of the members of the Supervisory Board Management For For
6 Proposal to re-appoint Mr. A. Baan as member of the Management For For
Supervisory Board
7 Adoption of revised remuneration policy Executive Board Management For For
8 Announcements, questions, close Non-Voting
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 38
NAVISITE, INC.
SECURITY 63935M208 MEETING TYPE Special
TICKER SYMBOL NAVI MEETING DATE 20-Apr-2011
ISIN US63935M2089 AGENDA 933398225 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF FEBRUARY 1, 2011, BY AND AMONG
NAVISITE, INC., TIME WARNER CABLE INC. AND AVATAR
MERGER SUB INC., AS SUCH AGREEMENT MAY BE
AMENDED FROM TIME TO TIME (THE "MERGER
AGREEMENT").
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING
TO ADOPT THE MERGER AGREEMENT.
BUCYRUS INTERNATIONAL, INC.
SECURITY 118759109 MEETING TYPE Annual
TICKER SYMBOL BUCY MEETING DATE 21-Apr-2011
ISIN US1187591094 AGENDA 933379605 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1 DIRECTOR Management
1 MICHELLE L. COLLINS For For
2 GENE E. LITTLE For For
3 ROBERT K. ORTBERG For For
2 ADVISORY VOTE TO APPROVE THE COMPENSATION OF Management Abstain Against
OUR NAMED EXECUTIVE OFFICERS.
3 ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY Management Abstain
STOCKHOLDER VOTE ON EXECUTIVE COMPENSATION.
4 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP TO SERVE AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
SENSIENT TECHNOLOGIES CORPORATION
SECURITY 81725T100 MEETING TYPE Annual
TICKER SYMBOL SXT MEETING DATE 21-Apr-2011
ISIN US81725T1007 AGENDA 933384872 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE 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 APPROVE THE COMPENSATION PAID TO Management Abstain Against
SENSIENT'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT
TO ITEM 402 OF REGULATION S-K, INCLUDING THE COMPENSATION
DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND NARRATIVE
DISCUSSION IN THE ACCOMPANYING PROXY STATEMENT.
03 PROPOSAL THAT SENSIENT'S SHAREHOLDERS Management Abstain Against
RECOMMEND THAT THE ADVISORY VOTE TO APPROVE THE
COMPENSATION OF SENSIENT'S NAMED EXECUTIVE
OFFICERS BE HELD EVERY (CHECK ONE).
04 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP, CERTIFIED PUBLIC ACCOUNTANTS, AS THE
INDEPENDENT AUDITORS OF THE COMPANY FOR 2011.
GATX CORPORATION
SECURITY 361448103 MEETING TYPE Annual
TICKER SYMBOL GMT MEETING DATE 22-Apr-2011
ISIN US3614481030 AGENDA 933382979 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A ELECTION OF DIRECTOR: ANNE L. ARVIA Management For For
1B ELECTION OF DIRECTOR: DEBORAH M. FRETZ Management For For
1C ELECTION OF DIRECTOR: ERNST A. HABERLI Management For For
1D ELECTION OF DIRECTOR: BRIAN A. KENNEY Management For For
1E ELECTION OF DIRECTOR: MARK G. MCGRATH Management For For
1F ELECTION OF DIRECTOR: JAMES B. REAM Management For For
1G ELECTION OF DIRECTOR: DAVID S. SUTHERLAND Management For For
1H ELECTION OF DIRECTOR: CASEY J. SYLLA Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2011
03 ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION Management Abstain Against
04 ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE Management Abstain Against
ADVISORY VOTES ON EXECUTIVE COMPENSATION
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 39
NRG ENERGY, INC.
SECURITY 629377508 MEETING TYPE Annual
TICKER SYMBOL NRG MEETING DATE 26-Apr-2011
ISIN US6293775085 AGENDA 933379629 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A ELECTION OF DIRECTOR: LAWRENCE S. COBEN Management For For
1B ELECTION OF DIRECTOR: PAUL W. HOBBY Management For For
1C ELECTION OF DIRECTOR: GERALD LUTERMAN Management For For
1D ELECTION OF DIRECTOR: HERBERT H. TATE Management For For
1E ELECTION OF DIRECTOR: WALTER R. YOUNG Management For For
02 TO RATIFY THE APPOINTMENT BY THE BOARD OF Management For For
DIRECTORS OF KPMG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2011.
03 TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
OFFICERS.
04 TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY Management Abstain Against
OF HOLDING A FUTURE ADVISORY VOTE ON EXECUTIVE
COMPENSATION.
CH ENERGY GROUP, INC.
SECURITY 12541M102 MEETING TYPE Annual
TICKER SYMBOL CHG MEETING DATE 26-Apr-2011
ISIN US12541M1027 AGENDA 933386472 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 MARGARITA K. DILLEY For For
2 STEVEN M. FETTER For For
3 STANLEY J. GRUBEL For For
4 STEVEN V. LANT For For
5 EDWARD T. TOKAR For For
6 JEFFREY D. TRANEN For For
02 ADOPTION OF THE CORPORATION'S LONG-TERM EQUITY Management For For
INCENTIVE PLAN.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE Management Abstain Against
ADVISORY VOTES ON EXECUTIVE COMPENSATION.
05 RATIFICATION OF THE APPOINTMENT OF THE Management For For
CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
ROLLINS, INC.
SECURITY 775711104 MEETING TYPE Annual
TICKER SYMBOL ROL MEETING DATE 26-Apr-2011
ISIN US7757111049 AGENDA 933387638 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 R. RANDALL ROLLINS For For
2 JAMES B. WILLIAMS For For
02 TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
COMPANY FOR THE 2011 FISCAL YEAR.
03 THE AMENDMENT TO THE CERTIFICATE OF Management For For
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF CAPITAL STOCK TO 250,500,000 SHARES.
04 TO VOTE FOR THE APPROVAL ON A NONBINDING Management Abstain Against
RESOLUTION REGARDING EXECUTIVE COMPENSATION.
05 TO HOLD AN ADVISORY VOTE ON WHETHER AN ADVISORY Management Abstain Against
VOTE ON EXECUTIVE COMPENSATION SHOULD BE HELD EVERY ONE, TWO,
OR THREE YEARS.
KAMAN CORPORATION
SECURITY 483548103 MEETING TYPE Annual
TICKER SYMBOL KAMN MEETING DATE 27-Apr-2011
ISIN US4835481031 AGENDA 933375734 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1 DIRECTOR Management
1 BRIAN E. BARENTS For For
2 GEORGE E. MINNICH For For
3 THOMAS W. RABAUT For For
2 TO PROVIDE AN ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
3 TO PROVIDE AN ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
THE EXECUTIVE COMPENSATION ADVISORY VOTE.
4 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 40
NORTHWESTERN CORPORATION
SECURITY 668074305 MEETING TYPE Annual
TICKER SYMBOL NWE MEETING DATE 27-Apr-2011
ISIN US6680743050 AGENDA 933378730 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 STEPHEN P. ADIK For For
2 DOROTHY M. BRADLEY For For
3 E. LINN DRAPER, JR. For For
4 DANA J. DYKHOUSE For For
5 JULIA L. JOHNSON For For
6 PHILIP L. MASLOWE For For
7 DENTON LOUIS PEOPLES For For
8 ROBERT C. ROWE For For
02 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2011.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
04 ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON Management Abstain Against
EXECUTIVE COMPENSATION.
05 APPROVE THE COMPANY'S AMENDED 2005 LONG-TERM Management For For
INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES
AUTHORIZED FOR ISSUANCE UNDER THE PLAN.
DOVER MOTORSPORTS, INC.
SECURITY 260174107 MEETING TYPE Annual
TICKER SYMBOL DVD MEETING DATE 27-Apr-2011
ISIN US2601741075 AGENDA 933406818 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 DENIS MCGLYNN For For
2 JEFFREY W. ROLLINS For For
3 KENNETH K. CHALMERS For For
4 PATRICK J. BAGLEY For For
5 RICHARD K. STRUTHERS For For
DIEBOLD, INCORPORATED
SECURITY 253651103 MEETING TYPE Annual
TICKER SYMBOL DBD MEETING DATE 28-Apr-2011
ISIN US2536511031 AGENDA 933380317 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 PATRICK W. ALLENDER For For
2 BRUCE L. BYRNES For For
3 MEI-WEI CHENG For For
4 PHILLIP R. COX For For
5 RICHARD L. CRANDALL For For
6 GALE S. FITZGERALD For For
7 PHILLIP B. LASSITER For For
8 JOHN N. LAUER For For
9 THOMAS W. SWIDARSKI For For
10 HENRY D.G. WALLACE For For
11 ALAN J. WEBER For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT AUDITORS FOR THE YEAR 2011.
03 TO HOLD AN ADVISORY VOTE ON NAMED EXECUTIVE Management Abstain Against
OFFICER COMPENSATION.
04 TO HOLD AN ADVISORY VOTE ON THE FREQUENCY FOR Management Abstain Against
FUTURE ADVISORY VOTES ON NAMED EXECUTIVE
OFFICER COMPENSATION.
CNA SURETY CORPORATION
SECURITY 12612L108 MEETING TYPE Annual
TICKER SYMBOL SUR MEETING DATE 28-Apr-2011
ISIN US12612L1089 AGENDA 933385367 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 PHILIP H. BRITT For For
2 ANTHONY S. CLEBERG For For
3 DAVID B. EDELSON For For
4 D. CRAIG MENSE For For
5 ROBERT A. TINSTMAN For For
6 JOHN F. WELCH For For
7 PETER W. WILSON For For
02 TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, DELOITTE &
TOUCHE LLP, FOR THE FISCAL YEAR 2011.
03 TO APPROVE THE RESTATED CNA SURETY CORPORATION Management For For
2006 LONG-TERM EQUITY COMPENSATION PLAN.
04 TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.
05 TO DETERMINE, ON AN ADVISORY BASIS, THE FREQUENCY Management Abstain Against
WITH WHICH THE COMPANY IS TO HOLD A SHAREHOLDER
VOTE TO APPROVE THE COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 41
GTSI CORP.
SECURITY 36238K103 MEETING TYPE Annual
TICKER SYMBOL GTSI MEETING DATE 28-Apr-2011
ISIN US36238K1034 AGENDA 933406248 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 LEE JOHNSON For For
2 THOMAS L. HEWITT For For
3 S.E. PHILLIPS, JR. For For
MYERS INDUSTRIES, INC.
SECURITY 628464109 MEETING TYPE Contested-Annual
TICKER SYMBOL MYE MEETING DATE 29-Apr-2011
ISIN US6284641098 AGENDA 933419726 - Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 ROBERT S. PRATHER, JR. For For
2 F. JACK LIEBAU, JR. For For
02 THE RATIFICATION OF THE BOARD'S APPOINTMENT OF Management For For
ERNST & YOUNG AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR FISCAL 2011.
03 A NON-BINDING ADVISORY VOTE ON EXECUTIVE Management Against Against
COMPENSATION
04 A VOTE ON THE FREQUENCY FOR HOLDING THE NON- Management 1 Year For
BINDING ADVISORY VOTE ON SAY-ON-PAY (EVERY ONE,
TWO, OR THREE YEARS).
DISH NETWORK CORPORATION
SECURITY 25470M109 MEETING TYPE Annual
TICKER SYMBOL DISH MEETING DATE 02-May-2011
ISIN US25470M1099 AGENDA 933390192 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE 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 Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR ENDING DECEMBER 31, 2011.
03 THE ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
04 THE ADVISORY VOTE ON THE FREQUENCY OF FUTURE Management Abstain Against
ADVISORY VOTES ON EXECUTIVE COMPENSATION.
05 THE SHAREHOLDER PROPOSAL REGARDING DISH Shareholder Against For
NETWORK CORPORATION'S DUAL CLASS CAPITAL
STRUCTURE.
06 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY Management For For
COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT THEREOF.
TOOTSIE ROLL INDUSTRIES, INC.
SECURITY 890516107 MEETING TYPE Annual
TICKER SYMBOL TR MEETING DATE 02-May-2011
ISIN US8905161076 AGENDA 933393984 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE 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 Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2011.
03 APPROVAL OF NON-BINDING RESOLUTION REGARDING Management Abstain Against
EXECUTIVE COMPENSATION.
04 ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE Management Abstain Against
COMPENSATION ADVISORY VOTES.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 42
ALLERGAN, INC.
SECURITY 018490102 MEETING TYPE Annual
TICKER SYMBOL AGN MEETING DATE 03-May-2011
ISIN US0184901025 AGENDA 933382169 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A ELECTION OF CLASS I DIRECTOR TO SERVE FOR THREE- Management For For
YEAR UNTIL ANNUAL MEETING OF STOCK HOLDERS IN
2014: DEBORAH DUNSIRE, M.D.
1B ELECTION OF CLASS I DIRECTOR TO SERVE FOR THREE- Management For For
YEAR UNTIL ANNUAL MEETING OF STOCK HOLDERS IN
2014: TREVOR M. JONES PH.D.
1C ELECTION OF CLASS I DIRECTOR TO SERVE FOR THREE- Management For For
YEAR UNTIL ANNUAL MEETING OF STOCK HOLDERS IN
2014: LOUIS J. LAVIGNE, JR.
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2011
03 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED Management Abstain Against
EXECUTIVE OFFICERS
04 ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY Management Abstain Against
VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS
05 APPROVE THE ALLERGAN, INC. 2011 EXECUTIVE BONUS Management For For
PLAN
06 APPROVE THE ALLERGAN, INC. 2011 INCENTIVE AWARD Management Against Against
PLAN
07 APPROVE THE AMENDMENT AND RESTATEMENT OF OUR Management For For
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO DECLASSIFY OUR BOARD OF
DIRECTORS
ARGO GROUP INTERNATIONAL HOLDINGS, LTD.
SECURITY G0464B107 MEETING TYPE Annual
TICKER SYMBOL AGII MEETING DATE 03-May-2011
ISIN BMG0464B1072 AGENDA 933386218 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 H. BERRY CASH For For
2 JOHN R. POWER, JR. For For
3 MARK E. WATSON III For For
02 TO VOTE ON A PROPOSAL TO APPROVE, ON AN ADVISORY, Management Abstain Against
NON-BINDING BASIS, THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
03 TO VOTE ON A PROPOSAL TO SELECT, ON AN ADVISORY, Management Abstain Against
NON-BINDING BASIS, THE FREQUENCY OF THE
SHAREHOLDER VOTE ON THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICER.
04 TO CONSIDER AND APPROVE THE RECOMMENDATION OF Management For For
THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS
THAT ERNST & YOUNG LLP BE APPOINTED AS OUR INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011 AND
TO REFER THE DETERMINATION OF THE INDEPENDENT AUDITORS
REMUNERATION TO THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS.
BRISTOL-MYERS SQUIBB COMPANY
SECURITY 110122108 MEETING TYPE Annual
TICKER SYMBOL BMY MEETING DATE 03-May-2011
ISIN US1101221083 AGENDA 933386701 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE 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: E. SIGAL, M.D., PH.D. Management For For
1K ELECTION OF DIRECTOR: T.D. WEST, JR. Management For For
1L ELECTION OF DIRECTOR: R.S. WILLIAMS, M.D. Management For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
03 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED Management Abstain Against
EXECUTIVE OFFICERS
04 ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY Management Abstain Against
VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS
05 EXECUTIVE COMPENSATION DISCLOSURE Shareholder Against For
06 SHAREHOLDER ACTION BY WRITTEN CONSENT Shareholder Against For
07 PHARMACEUTICAL PRICE RESTRAINT Shareholder Against For
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 43
CINCINNATI BELL INC.
SECURITY 171871106 MEETING TYPE Annual
TICKER SYMBOL CBB MEETING DATE 03-May-2011
ISIN US1718711062 AGENDA 933389264 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A ELECTION OF DIRECTOR: PHILLIP R. COX Management For For
1B ELECTION OF DIRECTOR: BRUCE L. BYRNES Management For For
1C ELECTION OF DIRECTOR: JOHN F. CASSIDY Management For For
1D ELECTION OF DIRECTOR: JAKKI L. HAUSSLER Management For For
1E ELECTION OF DIRECTOR: CRAIG F. MAIER Management For For
1F ELECTION OF DIRECTOR: ALEX SHUMATE Management For For
1G ELECTION OF DIRECTOR: LYNN A. WENTWORTH Management For For
1H ELECTION OF DIRECTOR: JOHN M. ZRNO Management For For
02 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL 2011.
03 TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE Management Abstain Against
COMPENSATION.
04 TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY Management Abstain Against
OF EXECUTIVE COMPENSATION VOTES.
05 TO APPROVE THE CINCINNATI BELL INC. 2011 SHORT-TERM Management For For
INCENTIVE PLAN.
TALECRIS BIOTHERAPEUTICS HOLDINGS CORP
SECURITY 874227101 MEETING TYPE Annual
TICKER SYMBOL TLCR MEETING DATE 03-May-2011
ISIN US8742271013 AGENDA 933404268 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 W. BRETT INGERSOLL For For
2 LAWRENCE D. STERN For For
3 RUEDI E. WAEGER For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
03 TO CONSIDER AND APPROVE AN ADVISORY RESOLUTION Management Abstain Against
REGARDING THE COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
04 TO CONSIDER AND ACT UPON AN ADVISORY VOTE ON THE Management Abstain Against
FREQUENCY OF HOLDING AN ADVISORY VOTE ON
EXECUTIVE COMPENSATION.
THOMAS & BETTS CORPORATION
SECURITY 884315102 MEETING TYPE Annual
TICKER SYMBOL TNB MEETING DATE 04-May-2011
ISIN US8843151023 AGENDA 933381890 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 M.L. DUCKER For For
2 J.K. HAUSWALD For For
3 D. JERNIGAN For For
4 R.B. KALICH, SR. For For
5 K.R. MASTERSON For For
6 D.J. PILEGGI For For
7 J.P. RICHARD For For
8 R.H. RIVERS For For
9 K.L. ROBERG For For
10 D.D. STEVENS For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 ADVISORY VOTE ON THE COMPENSATION OF THE Management Abstain Against
COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY
STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF
THE SECURITIES AND EXCHANGE COMMISSION.
04 ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY Management Abstain Against
VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
OFFICERS.
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Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 44
CIRCOR INTERNATIONAL, INC.
SECURITY 17273K109 MEETING TYPE Annual
TICKER SYMBOL CIR MEETING DATE 04-May-2011
ISIN US17273K1097 AGENDA 933386903 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1 DIRECTOR Management
1 A. WILLIAM HIGGINS For For
2 C. WILLIAM ZADEL For For
2 TO RATIFY THE AUDIT COMMITTEE OF THE BOARD OF Management For For
DIRECTOR'S SELECTION OF GRANT THORNTON LLP AS THE
COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2011.
3 TO CONSIDER AND APPROVE AN ADVISORY RESOLUTION Management Abstain Against
REGARDING THE COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
4 TO CONSIDER AND ACT UPON AN ADVISORY VOTE ON THE Management Abstain Against
FREQUENCY AT WHICH THE COMPANY SHOULD INCLUDE
AN ADVISORY VOTE REGARDING THE COMPENSATION OF THE COMPANY'S NAMED
EXECUTIVE OFFICERS IN ITS PROXY STATEMENT FOR STOCKHOLDER
CONSIDERATION.
ACTELION LTD
SECURITY H0032X135 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 05-May-2011
ISIN CH0010532478 AGENDA 702952323 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING-754778, 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.
CMMT BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting
REQUIREMENT 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.
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting
VOTE 'IN FAVOR' OR 'AGAINST' FOR-ALL RESOLUTIONS.
THANK YOU.
CMMT SUPPORTIVE STATEMENT FROM SHAREHOLDER Non-Voting
(GERMAN): HTTP://WWW1.ACTELION.COM/DOCUM-
ENTS/CORPORATE/MEDIA_RELEASES/110307_STATEMENT_
DR_MAAG_D.PDF
1 Approval of the Business Report consisting of the Annual Management No Action
Report as well as of the Annual
Statutory Accounts and Consolidated
Accounts as of 31 December 2010
2 Appropriation of Available Earnings and Distribution Against Management No Action
Reserve from Capital Contribution
3.2 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action
PROPOSAL: Agenda item submitted by The Liverpool Limited
Partnership and Elliott International, L.P. ("Elliott"):
Request for Special Investigation
4 Discharge of the Board of Directors and of the Senior Management No Action
Management
5 Approval of Share Buy-Back Management No Action
6.1 Amendments of the Articles of Association: Introduction of a Management No Action
Consultative Vote on the Compensation Report
6.2 Amendments of the Articles of Association: Implementation of Management No Action
the Book Entry Securities Act
6.3 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action
PROPOSAL: Amendments of the Articles of Association: Agenda
item submitted by Elliott: Removal of Maximum Number of
Board Members
6.4 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action
PROPOSAL: Amendments of the Articles of Association: Agenda
item submitted by Elliott: Reduction of Term of Office of
Board Members
6.5 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action
PROPOSAL: Amendments of the Articles of Association: Agenda
item submitted by Elliott: Election of Chairman by the
Shareholders Meeting
7.A.a PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action
PROPOSAL: Agenda item submitted by Elliott: Removal of Board
Member: Removal of Mr. Robert E. Cawthorn
7.A.b PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action
PROPOSAL: Agenda item submitted by Elliott: Removal of Board
Member: Removal of Mr. Werner Henrich
7.A.c PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action
PROPOSAL: Agenda item submitted by Elliott: Removal of Board
Member: Removal of Dr. Michael Jacobi
7.A.d PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action
PROPOSAL: Agenda item submitted by Elliott: Removal of Board
Member: Removal of Dr. Armin Kessler
7.A.e PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action
PROPOSAL: Agenda item submitted by Elliott: Removal of Board
Member: Removal of Mr. Jean Malo
8.1aa Board Election: Re-Election of Board Member: Re-Election of Management No Action
Dr. Jean-Paul Clozel
8.1bb Board Election: Re-Election of Board Member: Re-Election of Management No Action
Mr.Juhani Anttila
8.1cc Board Election: Re-Election of Board Member: Re-Election of Management No Action
Mr. Carl Feldbaum
8.2Aa Election of New Board Member: Nominated by Board of Directors: Management No Action
Dr. Jean-Pierre Garnier
8.2Ab Election of New Board Member: Nominated by Board of Directors: Management No Action
Mr. Robert Bertolini
8.2Ba PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action
PROPOSAL: Election of New Board Member: Nominated by
Elliott: Dr. James Shannon
8.2Bb PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action
PROPOSAL: Election of New Board Member: Nominated by
Elliott: Mr. Peter Allen
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Gabelli Enterprise Mergers and Acquisitions Fund 45
8.2Bc PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action
PROPOSAL: Election of New Board Member: Nominated by
Elliott: Dr. Anders Haerfstrand
8.2Bd PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action
PROPOSAL: Election of New Board Member: Nominated by
Elliott: Dr. Robert H.O. Hock
8.2Be PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action
PROPOSAL: Election of New Board Member: Nominated by
Elliott: Mr. Elmar Schnee
8.2Bf PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action
PROPOSAL: Election of New Board Member: Nominated by
Elliott: Mr. Hans-Christian Semmler
8.3.A PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder No Action
PROPOSAL: Agenda item submitted by Elliott: Election of
Chairman: Nominated by Elliott: Dr. James Shannon
8.3.B Election of Chairman: Nominated by Board of Directors: Mr. Management No Action
Robert E. Cawthorn
9 Election of Ernst & Young AG, Basel, as the Statutory Management No Action
Auditors for the Business Year 2011
SOUTHWEST GAS CORPORATION
SECURITY 844895102 MEETING TYPE Annual
TICKER SYMBOL SWX MEETING DATE 05-May-2011
ISIN US8448951025 AGENDA 933392677 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 ROBERT L. BOUGHNER For For
2 THOMAS E. CHESTNUT For For
3 STEPHEN C. COMER For For
4 LEROY C. HANNEMAN, JR. For For
5 MICHAEL O. MAFFIE For For
6 ANNE L. MARIUCCI For For
7 MICHAEL J. MELARKEY For For
8 JEFFREY W. SHAW For For
9 A. RANDALL THOMAN For For
10 THOMAS A. THOMAS For For
11 TERRENCE L. WRIGHT For For
02 TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION.
03 TO SELECT, ON AN ADVISORY BASIS, THE FREQUENCY OF Management Abstain Against
FUTURE ADVISORY VOTES ON THE COMPANY'S EXECUTIVE
COMPENSATION.
04 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR FISCAL YEAR 2011.
AVON PRODUCTS, INC.
SECURITY 054303102 MEETING TYPE Annual
TICKER SYMBOL AVP MEETING DATE 05-May-2011
ISIN US0543031027 AGENDA 933394190 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 W. DON CORNWELL For For
2 V. ANN HAILEY For For
3 FRED HASSAN For For
4 ANDREA JUNG For For
5 MARIA ELENA LAGOMASINO For For
6 ANN S. MOORE For For
7 PAUL S. PRESSLER For For
8 GARY M. RODKIN For For
9 PAULA STERN For For
10 LAWRENCE A. WEINBACH For For
02 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
03 HOLD AN ADVISORY VOTE ON THE FREQUENCY OF THE Management Abstain Against
ADVISORY VOTE ON EXECUTIVE COMPENSATION.
04 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
05 APPROVE AMENDMENTS TO OUR RESTATED CERTIFICATE Management For For
OF INCORPORATION AND BY-LAWS.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 46
GAYLORD ENTERTAINMENT COMPANY
SECURITY 367905106 MEETING TYPE Annual
TICKER SYMBOL GET MEETING DATE 05-May-2011
ISIN US3679051066 AGENDA 933404092 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE 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 TERRELL T. PHILEN, JR. For For
8 ROBERT S. PRATHER, JR. For For
9 COLIN V. REED For For
10 MICHAEL D. ROSE For For
11 MICHAEL I. ROTH For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2011.
03 TO APPROVE THE AMENDMENT AND RESTATEMENT OF Management For For
OUR 2006 OMNIBUS INCENTIVE PLAN.
04 TO APPROVE, ON AN ADVISORY BASIS, EXECUTIVE Management For For
COMPENSATION.
05 TO RECOMMEND, ON AN ADVISORY BASIS, WHETHER WE Management 1 Year For
WILL HAVE FUTURE ADVISORY VOTES REGARDING OUR
EXECUTIVE COMPENSATION EVERY ONE YEAR, EVERY
TWO YEARS OR EVERY THREE YEARS.
RTI BIOLOGICS, INC.
SECURITY 74975N105 MEETING TYPE Annual
TICKER SYMBOL RTIX MEETING DATE 05-May-2011
ISIN US74975N1054 AGENDA 933407377 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 PETER F. GEAREN For For
2 ADRIAN J.R. SMITH For For
02 ADVISORY VOTE ON EXECUTIVE COMPENSATION (THE Management Abstain Against
"SAY ON PAY VOTE")
03 ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE Management Abstain Against
SAY ON PAY VOTE
ALCOA INC.
SECURITY 013817101 MEETING TYPE Annual
TICKER SYMBOL AA MEETING DATE 06-May-2011
ISIN US0138171014 AGENDA 933386179 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A ELECTION OF DIRECTOR: KLAUS KLEINFELD Management For For
1B ELECTION OF DIRECTOR: JAMES W. OWENS Management For For
1C ELECTION OF DIRECTOR: RATAN N. TATA Management For For
02 RATIFY THE INDEPENDENT AUDITOR Management For For
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management Abstain Against
04 ADVISORY VOTE ON FREQUENCY OF EXECUTIVE Management Abstain Against
COMPENSATION VOTE
05 ADOPT INTERNAL REVENUE CODE SECTION 162(M) Management For For
COMPLIANT ANNUAL CASH INCENTIVE COMPENSATION
PLAN
06 ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN Management For For
THE ARTICLES OF INCORPORATION - ARTICLE SEVENTH
(FAIR PRICE PROTECTION)
07 ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN Management For For
THE ARTICLES OF INCORPORATION - ARTICLE EIGHTH
(DIRECTOR ELECTIONS)
08 ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN Management For For
THE ARTICLES OF INCORPORATION - ARTICLE EIGHTH
(REMOVAL OF DIRECTORS)
09 SHAREHOLDER PROPOSAL - ACTION BY WRITTEN Shareholder Against For
CONSENT
10 SHAREHOLDER PROPOSAL - DECLASSIFY THE BOARD Shareholder Against For
LADISH CO., INC.
SECURITY 505754200 MEETING TYPE Special
TICKER SYMBOL LDSH MEETING DATE 06-May-2011
ISIN US5057542004 AGENDA 933411794 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF NOVEMBER 16, 2010, BY AND
AMONG ALLEGHENY TECHNOLOGIES INCORPORATED, REFERRED TO AS
ATI, LPAD CO., A WHOLLY OWNED SUBSIDIARY OF ATI, REFERRED TO
AS LPAD, PADL LLC, A WHOLLY OWNED SUBSIDIARY OF ATI, AND
LADISH, AS AMENDED FROM TIME TO TIME, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
02 TO CONSIDER AND VOTE UPON A PROPOSAL TO APPROVE Management For For
THE ADJOURNMENT OF THE MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES
TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL
MEETING.
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Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 47
ENDESA SA, MADRID
SECURITY E41222113 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 09-May-2011
ISIN ES0130670112 AGENDA 702971880 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A-SECOND CALL ON 09
MAY 2011 AT 12:31 PM. CONSEQUENTLY, YOUR VOTING-
INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS
UNLESS THE AGENDA IS AMENDED.-THANK YOU.
1 Examination and approval, if any, of the individual financial Management For For
statements of Endesa, SA (Balance Sheet, Profit and Loss
Account, Statement of Changes in Equity, Cash Flow Statement
and Notes), as well as of the consolidated financial
statements of Endesa, SA and Subsidiaries (Consolidated
Balance Sheet, Profit and Loss Account Consolidated
Consolidated Result Global, Statement of Changes in Equity
Consolidated Cash Flow Statement Consolidated Report) for
the year ended December 31, 2010
2 Examination and approval, where appropriate, the individual Management For For
management report of Endesa, SA and Consolidated
Management Report of Endesa, SA and Subsidiaries for the
year ended December 31, 2010
3 Examination and approval, if any, of the Social Management Management For For
for the year ended December 31, 2010
4 Examination and approval, if applicable, the allocation of Management For For
profits and the distribution of dividends for the year ended
December 31, 2010
5 Re-election of Director, Mr. Borja Prado Eulate Management For For
6 Revocation and Appointment of Auditors Management For For
7.1 Modification of adaptation to the latest legislative reforms Management For For
of the Association: Amend Article 8 of the Bylaws.
Non-voting, redeemable and preference
7.2 Modification of adaptation to the latest legislative reforms Management For For
of the Association: Amend Article 11 of the Bylaws.
Modalities of the increase
7.3 Modification of adaptation to the latest legislative reforms Management For For
of the Association: Amend Article 12 of the Bylaws.
Delegation to managers of increased social capital
7.4 Modification of adaptation to the latest legislative reforms Management For For
of the Association: Amend Article 14 of the Bylaws.
Exclusion of pre-emptive rights
7.5 Modification of adaptation to the latest legislative reforms Management For For
of the Association: Amend Article 15 of the Bylaws. Reduction
of social capital
7.6 Modification of adaptation to the latest legislative reforms Management For For
of the Association: Amend Article 16 of the Bylaws. Issuance
of bonds
7.7 Modification of adaptation to the latest legislative reforms Management For For
of the Association: Amend Article 22 of the Bylaws.
Convocation of the General Board
7.8 Modification of adaptation to the latest legislative reforms Management For For
of the Association: Amend Article 23 of the Bylaws. Convening
authority and obligation
7.9 Modification of adaptation to the latest legislative reforms Management For For
of the Association: Amend Article 26 of the Bylaws. Special
agreements. Constitution
7.10 Modification of adaptation to the latest legislative reforms Management For For
of the Association: Amend Article 33 of the Bylaws. Right to
information
7.11 Modification of adaptation to the latest legislative reforms Management For For
of the Association: Amend Article 36 of the Bylaws. Board of
Directors. General functions
7.12 Modification of adaptation to the latest legislative reforms Management For For
of the Association: Amend Article 40 of the Bylaws.
Remuneration
7.13 Modification of adaptation to the latest legislative reforms Management For For
of the Association: Amend Article 42 of the Bylaws.
Incompatibilities of the Directors
7.14 Modification of adaptation to the latest legislative reforms Management For For
of the Association: Amend Article 44 of the Bylaws.
Constitution of the Council
7.15 Modification of adaptation to the latest legislative reforms Management For For
of the Association: Amend Article 51 of the Bylaws. Audit and
Compliance Committee
7.16 Modification of adaptation to the latest legislative reforms Management For For
of the Association: Amend Article 54 of the Bylaws. Contents
of the annual accounts
7.17 Modification of adaptation to the latest legislative reforms Management For For
of the Association: Approve the revised text of the Bylaws
8.1 Modification of adaptation to the latest legislative reforms Management For For
of the General Regulations: Amend Article 3 of the General
Meeting Regulations. Advertising
8.2 Modification of adaptation to the latest legislative reforms Management For For
of the General Regulations: Amend Article 7 of the General
Meeting Regulations. Convening authority and obligation
8.3 Modification of adaptation to the latest legislative reforms Management For For
of the General Regulations: Amend Article 8 of the General
Meeting Regulations. Publication and notice of meeting
8.4 Modification of adaptation to the latest legislative reforms Management For For
of the General Regulations: Amend Article 9 of the General
Meeting Regulations. Right to information
8.5 Modification of adaptation to the latest legislative reforms Management For For
of the General Regulations: Amend Article 10 of the General
Meeting Regulations. Right to attend
8.6 Modification of adaptation to the latest legislative reforms Management For For
of the General Regulations: Amend Article 11 of the General
Meeting Regulations. Representation
8.7 Modification of adaptation to the latest legislative reforms Management For For
of the General Regulations: Amend Article 24 of the General
Meeting Regulations. Publication
8.8 Modification of adaptation to the latest legislative reforms Management For For
of the General Regulations: To approve the revised text of the
General Meeting Regulations
9 Annual Report on Remuneration of Directors for the advisory Management For For
vote
10 Delegation to the Board of Directors for the execution and Management For For
development of resolutions adopted by the Board, so as to
substitute the powers received from the Board and granting
of powers to a public deed and registration of such
agreements and for correction, if necessary
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF 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.
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Gabelli Enterprise Mergers and Acquisitions Fund 48
FALCONSTOR SOFTWARE, INC.
SECURITY 306137100 MEETING TYPE Annual
TICKER SYMBOL FALC MEETING DATE 09-May-2011
ISIN US3061371007 AGENDA 933410627 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 ELI OXENHORN* For For
2 STEVEN R. FISCHER* For For
3 ALAN W. KAUFMAN** For For
02 TO APPROVE STAND ALONE STOCK OPTION AGREEMENT. Management Against Against
03 RESOLVED, THAT THE STOCKHOLDERS APPROVE THE Management Abstain Against
COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS
DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS,
EXECUTIVE COMPENSATION TABLES AND ACCOMPANYING NARRATIVE
DISCUSSION IN THE PROXY STATEMENT.
04 SAY WHEN ON PAY - AN ADVISORY VOTE ON THE Management Abstain Against
APPROVAL OF THE FREQUENCY OF SHAREHOLDER VOTES
ON EXECUTIVE COMPENSATION.
05 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
SPRINT NEXTEL CORPORATION
SECURITY 852061100 MEETING TYPE Annual
TICKER SYMBOL S MEETING DATE 10-May-2011
ISIN US8520611000 AGENDA 933396536 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE 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 Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
SPRINT NEXTEL FOR 2011.
03 TO APPROVE, BY A NON-BINDING ADVISORY VOTE, OUR Management Abstain Against
EXECUTIVE COMPENSATION.
04 TO RECOMMEND, BY A NON-BINDING ADVISORY VOTE, THE Management Abstain Against
FREQUENCY OF ADVISORY VOTES ON OUR EXECUTIVE
COMPENSATION.
05 TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING Shareholder Against For
POLITICAL CONTRIBUTIONS.
06 TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING Shareholder Against For
THE RETENTION OF EQUITY AWARDS.
07 TO VOTE ON A SHAREHOLDER PROPOSAL REQUESTING Shareholder Against For
CHANGE TO A VOTING REQUIREMENT.
ITT CORPORATION
SECURITY 450911102 MEETING TYPE Annual
TICKER SYMBOL ITT MEETING DATE 10-May-2011
ISIN US4509111021 AGENDA 933396586 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 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
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 49
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS ITT'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2011.
03 APPROVAL OF THE ITT CORPORATION 2011 OMNIBUS Management For For
INCENTIVE PLAN.
04 APPROVAL OF A PROPOSAL TO AMEND THE COMPANY'S Management For For
RESTATED ARTICLES OF INCORPORATION TO ALLOW
SHAREHOLDERS TO CALL SPECIAL MEETINGS.
05 TO APPROVE, IN A NON-BINDING VOTE, THE Management Abstain Against
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
06 TO DETERMINE, IN A NON-BINDING VOTE, WHETHER A Management Abstain Against
SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE YEARS.
07 TO VOTE ON A SHAREHOLDER PROPOSAL REQUESTING Shareholder Against For
THAT THE COMPANY AMEND, WHERE APPLICABLE, ITT'S
POLICIES RELATED TO HUMAN RIGHTS.
YOUNG INNOVATIONS, INC.
SECURITY 987520103 MEETING TYPE Annual
TICKER SYMBOL YDNT MEETING DATE 10-May-2011
ISIN US9875201033 AGENDA 933411009 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE 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 ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY ON Management Abstain Against
PAY) VOTE.
03 ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE Management Abstain Against
SAY ON PAY VOTE.
04 TO RATIFY THE APPOINTMENT OF CROWE HORWATH LLP Management For For
AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2011.
TOGNUM AG, FRIEDRICHSHAFEN
SECURITY D836B5109 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 11-May-2011
ISIN DE000A0N4P43 AGENDA 702888352 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC Non-Voting
CONFLICTS OF INTEREST IN CONNECTI-ON WITH SPECIFIC
ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTIT-LED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR
VOTING RIGHT MIGHT BE EXCLUD-ED WHEN YOUR SHARE IN VOTING
RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAV-E NOT
COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS
NOTIFICATIONS PURSUANT-TO THE GERMAN SECURITIES TRADING
ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLE-ASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF
YOU DO NO-T HAVE ANY INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSIO-N FROM VOTING, PLEASE SUBMIT
YOUR VOTE AS USUAL. THANK YOU
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting
MEETING IS 20 APR 2011, 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
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
26.04.2011. FURTHER INFORMATION ON CO-UNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S
WEBSITE (PLEASE REFER TO-THE MATERIAL URL SECTION
OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITE-
MS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES DIRECTLY AT-THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED
IN THE BALLOT ON-PROXYEDGE
1. Presentation of the financial statements and annual report Non-Voting
for the 2010 financial year with the report of the
Supervisory Board, the group financial statements and group
annual report as well as the report by the Board of MDs
pursuant-to Sections 289(4) and 315(4) of the German
Commercial Code
2. Resolution on the appropriation of the distributable profit Management For For
of EUR 164,904,419.52 as follows: Payment of a dividend of
EUR 0.50 per share EUR 99,216,919.52 shall be carried forward
Ex-dividend and payable date: May 12, 2011
3. Ratification of the acts of the Board of MDs Management For For
4. Ratification of the acts of the Supervisory Board Management For For
5. Appointment of auditors for the 2011 financial year: Management For For
PricewaterhouseCoopers AG, Stuttgart
6. Approval of the remuneration system for the members of the Management For For
Board of MDs
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 50
ERAMET SA
SECURITY F3145H130 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 11-May-2011
ISIN FR0000131757 AGENDA 702903508 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR"-AND "AGAINST" A VOTE OF
"ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, sign and forward Non-Voting
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
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE BY CLICKING ON THE
MATERIAL URL LINKS: https://balo.journal-
officiel.gouv.fr/pdf/2011-/0404/201104041101040.pdf AND
https://balo.journal-officiel.gouv.fr/pdf/2011/0-
422/201104221101527.pdf
O.1 Annual financial statements for the financial year 2010 Management For For
O.2 Consolidated financial statements for the financial year 2010 Management For For
O.3 Regulated Agreements pursuant to Articles L. 225-38 et seq. Management For For
of the Commercial Code
O.4 Allocation of income and setting the dividend Management For For
O.5 Decision to not renew Mr. Pierre-Noel Giraud's term as Board Management For For
member; appointment of Mrs. Josseline de Clausade as Board
member
O.6 Decision to not renew Mr. Jacques Rossignol's term as Board Management For For
member; appointment of Mrs. Manoelle Lepoutre as Board
member
O.7 Decision to not renew Mr. Cyrille Duval's term as Board Management For For
member; appointment of the company SORAME as Board member,
represented by Mr. Cyrille Duval
O.8 Decision to not renew Mr. Patrick Duval's term as Board Management For For
member; appointment of the company CEIR as Board member,
represented by Mr. Patrick Duval
O.9 Ratification of the cooptation of Mr. Sebastien de Montessus Management For For
as Board member, in substitution of Mr. Remy Autebert,
resigning
O.10 Ratification of the cooptation of Mr. Michel Quintard as Management For For
Board member, in substitution of Mr. Pierre Frogier,
resigning
O.11 Decision to not renew Mr. Sebastien de Montessus's term as Management For For
Board member; appointment of Mr. Frederic Tona as Board
member
O.12 Renewal of Mr. Patrick Buffet's term as Board member Management For For
O.13 Renewal of Mr. Edouard Duval's term as Board member Management For For
O.14 Renewal of Mr. Georges Duval's term as Board member Management For For
O.15 Renewal of Mr. Gilbert Lehmann's term as Board member Management For For
O.16 Renewal of Mr. Louis Mapou's term as Board member Management For For
O.17 Renewal of Mr. Michel Somnolet's term as Board member Management For For
O.18 Renewal of Mr. Antoine Treuille's term as Board member Management For For
O.19 Renewal of term of the company AREVA as Board member, Management For For
represented by Mr. Sebastien de Montessus
O.20 Authorization to trade Company' shares Management For For
O.21 Authorization to trade Company' shares during public offers Management For For
E.22 Authorization to reduce share capital by cancellation of Management For For
shares
E.23 Delegation of authority granted to the Board of Directors to Management For For
increase share capital by issuing common shares or any
securities providing access to capital while maintaining
shareholders' preferential subscription rights
E.24 Delegation of authority granted to the Board of Directors for Management For For
incorporation of reserves, profits, premiums or other amounts
which capitalization is authorized
E.25 Delegation of authority granted to the Board of Directors to Management For For
increase share capital by issuing common shares or any
securities providing access to capital with cancellation of
shareholders' preferential subscription rights
E.26 Delegation of authority granted to the Board of Directors to Management For For
increase share capital by issuing common shares or any
securities providing access to capital, in consideration for
in-kind contributions of equity securities or securities
providing access to capital with cancellation of
shareholders' preferential subscription rights
E.27 Limiting the amount of issuances Management For For
E.28 Option to use the authorization during public offers Management For For
E.29 Delegation of authority granted to the Board of Directors to Management For For
increase capital reserved for employees
E.30 Amendment of Article 10 of the Statutes - Bonds Management For For
E.31 Amendment of Article 11 of the Statutes - Board of Directors Management For For
E.32 Amendment of Article 21 of the Statutes - Regulations common Management For For
to Shareholders' General Meetings
E.33 Powers Management For For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF ADDITIONAL URL. IF YOU H-AVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YO-U DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 51
INTEGRYS ENERGY GROUP INC
SECURITY 45822P105 MEETING TYPE Annual
TICKER SYMBOL TEG MEETING DATE 11-May-2011
ISIN US45822P1057 AGENDA 933397576 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 KEITH E. BAILEY For For
2 WILLIAM J. BRODSKY For For
3 ALBERT J. BUDNEY, JR. For For
4 P. SAN JUAN CAFFERTY For For
5 ELLEN CARNAHAN For For
6 MICHELLE L. COLLINS For For
7 K.M. HASSELBLAD-PASCALE For For
8 JOHN W. HIGGINS For For
9 JAMES L. KEMERLING For For
10 MICHAEL E. LAVIN For For
11 WILLIAM F. PROTZ, JR. For For
12 CHARLES A. SCHROCK For For
02 APPROVAL OF A NON-BINDING ADVISORY RESOLUTION ON Management Abstain Against
THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
03 A NON-BINDING ADVISORY VOTE REGARDING THE Management Abstain Against
FREQUENCY OF FUTURE ADVISORY VOTES RELATED TO
THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
04 THE RATIFICATION OF THE SELECTION OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR INTEGRYS ENERGY GROUP AND
ITS SUBSIDIARIES FOR 2011.
PROGRESS ENERGY, INC.
SECURITY 743263105 MEETING TYPE Annual
TICKER SYMBOL PGN MEETING DATE 11-May-2011
ISIN US7432631056 AGENDA 933401983 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A ELECTION OF DIRECTOR: JOHN D. BAKER II Management For For
1B ELECTION OF DIRECTOR: JAMES E. BOSTIC JR. Management For For
1C ELECTION OF DIRECTOR: HARRIS E. DELOACH JR. Management For For
1D ELECTION OF DIRECTOR: JAMES B. HYLER JR. Management For For
1E ELECTION OF DIRECTOR: WILLIAM D. JOHNSON Management For For
1F ELECTION OF DIRECTOR: ROBERT W. JONES Management For For
1G ELECTION OF DIRECTOR: W. STEVEN JONES Management For For
1H ELECTION OF DIRECTOR: MELQUIADES R. MARTINEZ Management For For
1I ELECTION OF DIRECTOR: E. MARIE MCKEE Management For For
1J ELECTION OF DIRECTOR: JOHN H. MULLIN III Management For For
1K ELECTION OF DIRECTOR: CHARLES W. PRYOR JR. Management For For
1L ELECTION OF DIRECTOR: CARLOS A. SALADRIGAS Management For For
1M ELECTION OF DIRECTOR: THERESA M. STONE Management For For
1N ELECTION OF DIRECTOR: ALFRED C. TOLLISON JR. Management For For
2 AN ADVISORY (NONBINDING) VOTE TO APPROVE Management Abstain Against
EXECUTIVE COMPENSATION.
3 TO RECOMMEND, BY AN ADVISORY (NONBINDING) VOTE, Management Abstain Against
THE FREQUENCY OF SHAREHOLDER VOTES ON
EXECUTIVE COMPENSATION.
4 RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE Management For For
LLP AS PROGRESS ENERGY INC.'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
FISHER COMMUNICATIONS, INC.
SECURITY 337756209 MEETING TYPE Contested-Annual
TICKER SYMBOL FSCI MEETING DATE 11-May-2011
ISIN US3377562091 AGENDA 933425363 - Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 MATTHEW GOLDFARB For For
2 STEPHEN LOUKAS Withheld Against
3 JOHN F. POWERS For For
4 JOSEPH J. TROY For For
02 APPROVAL OF THE COMPANY'S PROPOSAL TO RATIFY THE Management For For
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2011:
03 THE COMPANY'S ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION, OFTEN REFERRED TO AS "SAY ON PAY":
04 THE COMPANY'S ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
FUTURE ADVISORY VOTES ON COMPENSATION OFTEN
REFERRED TO AS "SAY WHEN ON PAY":
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 52
Q-MED AB, UPPSALA
SECURITY W71001106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 12-May-2011
ISIN SE0000426462 AGENDA 703000810 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL 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 MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER 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
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting
ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU
1 Election of the Chair for the meeting. lawyer Ola Ahman Management For For
2 Drawing up and approval of the voting list Management For For
3 Approval of the agenda for the meeting Management For For
4 Election of one or two people to verify the minutes Management For For
5 Consideration of whether the meeting has been duly convened Management For For
6 Submission of the annual accounts and the auditor's report, Management For For
as well as the consolidated accounts and consolidated
auditor's report, for the financial year 2010
7.a Adoption of the income statement and balance sheet, as well Management For For
as the consolidated as income statement and the consolidated
balance sheet
7.b Treatment of the company's unappropriated earnings in Management For For
accordance with the adopted balance sheet; The Board
proposes that the net income for the year, 175,4 MSEK, and
other earnings at the disposal of the Annual General Meeting
are carried forward
7.c The question of discharging the members of the Board and the Management For For
President from liability
8 Determination of the number of Board members and any deputy Management For For
members of the Board, as well as auditors and any deputy
auditors. The members of the Board continue to be six in
number, with no deputy members of the Board
9 Determination of fees for the Board and the auditors. that no Management For For
board fee be paid to any of the directors of the board; and
that for the period up until the end of the next Annual
General Meeting the auditors' fees be paid in accordance with
reasonable invoicing
10 Election of members of the Board, any deputy members of the Management For For
Board and auditors and any deputy auditors. Re-election of
Humberto Antunes , Albert Draaijer , Alain Jacot ,
Jean-Pierre Dasriaux , Chris de Bruyne , and Lydie Frere ,
the registered accounting firm KPMG AB, be elected as the
company's auditor for the period up until the end of the
Annual General Meeting in 2012 . KPMG AB has advised that
Asa Wiren Linder will be appointed auditor in charge
11 Closing of the Annual General Meeting Non-Voting
ARTHROCARE CORPORATION
SECURITY 043136100 MEETING TYPE Annual
TICKER SYMBOL ARTC MEETING DATE 12-May-2011
ISIN US0431361007 AGENDA 933394239 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE 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, BY NON-BINDING VOTE, THE COMPENSATION Management Abstain Against
OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.
03 TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY Management Abstain Against
OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF
THE COMPANY'S NAMED EXECUTIVE OFFICERS.
04 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2011 FISCAL YEAR.
LADBROKES PLC
SECURITY G5337D107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 13-May-2011
ISIN GB00B0ZSH635 AGENDA 702838080 - Management
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 53
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1 To receive and adopt the reports and accounts for 2010 Management For For
2 To declare a final dividend Management For For
3 To appoint R I Glynn as a director Management For For
4 To appoint J M Kelly as a director Management For For
5 To re-appoint P Erskine as a director Management For For
6 To re-appoint R J Ames as a director Management For For
7 To re-appoint B G Wallace as a director Management For For
8 To re-appoint S Bailey as a director Management For For
9 To re-appoint J F Jarvis as a director Management For For
10 To re-appoint C J Rodrigues as a director Management For For
11 To re-appoint D M Shapland as a director Management For For
12 To re-appoint C P Wicks as a director Management For For
13 To re-appoint Ernst & Young LLP as auditor and to authorise Management For For
the directors to agree the auditor's remuneration
14 To approve the remuneration report Management For For
15 To authorise political donations and expenditure Management For For
16 To authorise the Company to purchase its own shares Management For For
17 To authorise the directors to allot shares Management For For
18 To disapply Section 561(1) of the Companies Act 2006 Management For For
19 To authorise the calling of general meetings (excluding Management For For
annual general meetings) by notice of at least 14 clear days
20 To amend the share Incentive plan Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
MODIFICATION IN THE TEXT OF THE RES-OLUTION 15 AND
16. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT RETUR-N THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK-YOU.
NOVELL, INC.
SECURITY 670006105 MEETING TYPE Annual
TICKER SYMBOL NOVL MEETING DATE 13-May-2011
ISIN US6700061053 AGENDA 933415665 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A ELECTION OF DIRECTOR: ALBERT AIELLO Management For For
1B ELECTION OF DIRECTOR: FRED CORRADO Management For For
1C ELECTION OF DIRECTOR: RICHARD L. CRANDALL Management For For
1D ELECTION OF DIRECTOR: GARY G. GREENFIELD Management For For
1E ELECTION OF DIRECTOR: JUDITH H. HAMILTON Management For For
1F ELECTION OF DIRECTOR: RONALD W. HOVSEPIAN Management For For
1G ELECTION OF DIRECTOR: PATRICK S. JONES Management For For
1H ELECTION OF DIRECTOR: RICHARD L. NOLAN Management For For
1I ELECTION OF DIRECTOR: JOHN W. PODUSKA, SR. Management For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2011
03 TO ADOPT A NONBINDING ADVISORY RESOLUTION Management Abstain Against
APPROVING THE COMPENSATION OF NOVELL, INC.'S NAMED
EXECUTIVE OFFICERS AS DISCLOSED IN ITS PROXY STATEMENT.
04 TO SELECT, ON A NONBINDING, ADVISORY BASIS, THE Management Abstain Against
FREQUENCY OF FUTURE STOCKHOLDER NONBINDING,
ADVISORY VOTES ON THE COMPENSATION OF NOVELL,
INC.'S NAMED EXECUTIVE OFFICERS.
DANVERS BANCORP, INC.
SECURITY 236442109 MEETING TYPE Special
TICKER SYMBOL DNBK MEETING DATE 13-May-2011
ISIN US2364421097 AGENDA 933422735 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER BY Management For For
AND BETWEEN DANVERS BANCORP, INC. AND PEOPLE'S
UNITED FINANCIAL, INC., DATED AS OF JANUARY 20, 2011,
PURSUANT TO WHICH DANVERS WILL MERGE WITH AND INTO PEOPLE'S
UNITED, WITH PEOPLE'S UNITED BEING THE SURVIVING CORPORATION.
02 APPROVAL OF ONE OR MORE ADJOURNMENTS OF THE Management For For
SPECIAL MEETING, IF NECESSARY, TO PERMIT FURTHER
SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES
AT THE TIME OF THE SPECIAL MEETING, OR AT ANY ADJOURNMENT
OR POSTPONEMENT OF THAT MEETING, TO ADOPT THE MERGER
AGREEMENT.
CHEMED CORPORATION
SECURITY 16359R103 MEETING TYPE Annual
TICKER SYMBOL CHE MEETING DATE 16-May-2011
ISIN US16359R1032 AGENDA 933415540 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE 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 RATIFICATION OF AUDIT COMMITTEE'S SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
ACCOUNTANTS FOR 2011.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
04 FREQUENCY OF ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 54
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
SECURITY 18451C109 MEETING TYPE Annual
TICKER SYMBOL CCO MEETING DATE 16-May-2011
ISIN US18451C1099 AGENDA 933425426 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 THOMAS R. SHEPHERD For For
2 CHRISTOPHER M. TEMPLE For For
3 SCOTT R. WELLS For For
02 APPROVAL OF THE ADVISORY (NON-BINDING) RESOLUTION Management Abstain Against
ON EXECUTIVE COMPENSATION.
03 ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF Management Abstain Against
FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
04 RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP Management For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE YEAR ENDING DECEMBER 31, 2011.
ANADARKO PETROLEUM CORPORATION
SECURITY 032511107 MEETING TYPE Annual
TICKER SYMBOL APC MEETING DATE 17-May-2011
ISIN US0325111070 AGENDA 933403622 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A ELECTION OF DIRECTOR: JOHN R. BUTLER, JR. Management For For
1B ELECTION OF DIRECTOR: KEVIN P. CHILTON Management For For
1C ELECTION OF DIRECTOR: LUKE R. CORBETT Management For For
1D ELECTION OF DIRECTOR: H. PAULETT EBERHART Management For For
1E ELECTION OF DIRECTOR: PRESTON M. GEREN III Management For For
1F ELECTION OF DIRECTOR: JOHN R. GORDON Management For For
1G ELECTION OF DIRECTOR: JAMES T. HACKETT Management For For
02 RATIFICATION OF APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT AUDITOR.
03 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER Management Abstain Against
COMPENSATION.
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE Management Abstain Against
ADVISORY VOTES ON NAMED EXECUTIVE OFFICER
COMPENSATION.
05 STOCKHOLDER PROPOSAL- GENDER IDENTITY NON- Shareholder Against For
DISCRIMINATION POLICY.
06 STOCKHOLDER PROPOSAL- ADOPTION OF POLICY OF Shareholder Against For
INDEPENDENT DIRECTOR CHAIRMAN.
07 STOCKHOLDER PROPOSAL- ADOPTION OF POLICY ON Shareholder Against For
ACCELERATED VESTING OF EQUITY AWARDS.
08 STOCKHOLDER PROPOSAL- REPORT ON POLITICAL Shareholder Against For
CONTRIBUTIONS.
DISCOVERY COMMUNICATIONS, INC.
SECURITY 25470F104 MEETING TYPE Annual
TICKER SYMBOL DISCA MEETING DATE 17-May-2011
ISIN US25470F1049 AGENDA 933405866 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 ROBERT R. BENNETT For For
2 JOHN C. MALONE For For
3 DAVID M. ZASLAV For For
02 APPROVAL OF THE 2011 EMPLOYEE STOCK PURCHASE Management For For
PLAN
03 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS DISCOVERY
COMMUNICATIONS, INC.'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2011
04 ADVISORY VOTE ON OUR EXECUTIVE COMPENSATION Management Abstain Against
DESCRIBED IN THESE PROXY MATERIALS
05 ADVISORY VOTE ON THE FREQUENCY OF STOCKHOLDER Management Abstain Against
ADVISORY VOTES ON OUR EXECUTIVE COMPENSATION IN
THE FUTURE
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 55
FIRSTENERGY CORP.
SECURITY 337932107 MEETING TYPE Annual
TICKER SYMBOL FE MEETING DATE 17-May-2011
ISIN US3379321074 AGENDA 933406995 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 PAUL T. ADDISON For For
2 ANTHONY J. ALEXANDER For For
3 MICHAEL J. ANDERSON For For
4 DR. CAROL A. CARTWRIGHT For For
5 WILLIAM T. COTTLE For For
6 ROBERT B. HEISLER, JR. For For
7 JULIA L. JOHNSON For For
8 TED J. KLEISNER For For
9 ERNEST J. NOVAK, JR. For For
10 CATHERINE A. REIN For For
11 GEORGE M. SMART For For
12 WES M. TAYLOR For For
13 JESSE T. WILLIAMS, SR. For For
02 RATIFICATION OF THE APPOINTMENT OF THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
03 REDUCE THE PERCENTAGE OF SHARES REQUIRED TO Management For For
CALL A SPECIAL MEETING OF SHAREHOLDER
04 APPROVAL OF AN ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION
05 RECOMMEND ADVISORY VOTE ON FREQUENCY OF Management Abstain Against
FUTURE VOTES ON EXECUTIVE COMPENSATION
06 SHAREHOLDER PROPOSAL: REPORT ON COAL Shareholder Against For
COMBUSTION WASTE
07 SHAREHOLDER PROPOSAL: LOWER PERCENTAGE Shareholder Against For
REQUIRED FOR SHAREHOLDER ACTION BY WRITTEN
CONSENT
08 SHAREHOLDER PROPOSAL: ADOPT A MAJORITY VOTE Shareholder Against For
STANDARD FOR THE ELECTION OF DIRECTORS
09 SHAREHOLDER PROPOSAL: REPORT ON FINANCIAL RISKS Shareholder Against For
OF RELIANCE ON COAL
MARSHALL & ILSLEY CORPORATION
SECURITY 571837103 MEETING TYPE Special
TICKER SYMBOL MI MEETING DATE 17-May-2011
ISIN US5718371033 AGENDA 933424929 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED Management For For
AS OF DECEMBER 17, 2010, BY AND BETWEEN BANK OF
MONTREAL AND MARSHALL & ILSLEY CORPORATION.
02 APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, Management For For
IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT
THE FOREGOING PROPOSAL.
UNITED STATES CELLULAR CORPORATION
SECURITY 911684108 MEETING TYPE Annual
TICKER SYMBOL USM MEETING DATE 17-May-2011
ISIN US9116841084 AGENDA 933425503 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 J. SAMUEL CROWLEY For For
02 RATIFY ACCOUNTANTS FOR 2011. Management For For
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
04 ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN Management Abstain Against
ADVISORY VOTE ON EXECUTIVE COMPENSATION.
GOLD FIELDS LIMITED
SECURITY 38059T106 MEETING TYPE Annual
TICKER SYMBOL GFI MEETING DATE 17-May-2011
ISIN US38059T1060 AGENDA 933432762 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
O1 RE-APPOINTMENT OF AUDITORS Management For For
O2 ELECTION OF DIRECTOR Management For For
O3 RE-ELECTION OF DIRECTOR Management For For
O4 RE-ELECTION OF DIRECTOR Management For For
O5 RE-ELECTION OF DIRECTOR Management For For
O6 ELECTION OF THE AUDIT COMMITTEE - ELECTION OF MS Management For For
GM WILSON (CHAIR)
O7 ELECTION OF THE AUDIT COMMITTEE - ELECTION OF MR Management For For
RP MENELL
O8 ELECTION OF THE AUDIT COMMITTEE - ELECTION OF MR Management For For
DMJ NCUBE
O9 ELECTION OF THE AUDIT COMMITTEE - ELECTION OF MR Management For For
RL PENNANT-REA
O10 APPROVAL FOR THE ISSUE OF AUTHORISED BUT Management For For
UNISSUED ORDINARY SHARES
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Gabelli Enterprise Mergers and Acquisitions Fund 56
O11 APPROVAL FOR THE ISSUE OF AUTHORISED BUT Management For For
UNISSUED NON-CONVERTIBLE REDEEMABLE PREFERENCE
SHARES
O12 ISSUING EQUITY SECURITIES FOR CASH Management For For
O13 ENDORSEMENT OF THE REMUNERATION POLICY Management For For
OS1 INCREASE OF AUDIT COMMITTEE NON-EXECUTIVE Management For For
DIRECTORS' FEES
OS2 ACQUISITION OF COMPANY'S OWN SHARES Management For For
B1 ADOPTION OF FINANCIAL STATEMENTS Management For For
B2 RE-APPOINTMENT OF AUDITORS Management For For
B3 ELECTION OF DIRECTOR Management For For
B4 RE-ELECTION OF DIRECTOR Management For For
B5 RE-ELECTION OF DIRECTOR Management For For
B6 RE-ELECTION OF DIRECTOR Management For For
B7 PLACEMENT OF UNISSUED ORDINARY SHARES UNDER THE Management For For
CONTROL OF THE DIRECTORS
B8 PLACEMENT OF NON-CONVERTIBLE REDEEMABLE Management For For
PREFERENCE SHARES UNDER THE CONTROL OF THE
DIRECTORS
B9 ISSUING EQUITY SECURITIES FOR CASH Management For For
B10 INCREASE OF AUDIT COMMITTEE NON-EXECUTIVE Management For For
DIRECTORS' FEES
SB1 ACQUISITION OF COMPANY'S OWN SHARES Management For For
DRAGON OIL PLC
SECURITY G2828W132 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 18-May-2011
ISIN IE0000590798 AGENDA 702969087 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1 To receive the financial statements for year ended 31 Management For For
December 2010
2 To declare a dividend Management For For
3.a To re-elect Mr. Muhammed Al Ghurair as a Director Management For For
3.b To re-elect Dr. Abdul Jaleel Al Khalifa as a Director Management For For
3.c To re-elect Mr. Nigel McCue as a Director Management For For
4 To receive the Directors' Remuneration Report for the year Management For For
ended 31 December 2010
5 To authorise the Directors to fix the Auditors' remuneration Management For For
6 To authorise general meetings outside the Republic of Ireland Management For For
7 To authorise the calling of general meetings on not less than Management For For
14 days' notice
8 To authorise the Directors to allot equity securities Management For For
9 To authorise the repurchase of the Company's Shares Management For For
10 To amend the Articles of Association Management For For
11 To approve the adoption of the 2011 Employee Share Purchase Management For For
Plan
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
MODIFICATION IN THE TEXT OF THE RES-OLUTION 3C. 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.
RHODIA
SECURITY F7813K523 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 18-May-2011
ISIN FR0010479956 AGENDA 703016522 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 800629 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.
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE OF
"ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, sign and forward Non-Voting
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 following
ap-plies to Non- Resident Shareowners: Proxy Cards: Voting
instructions will be fo- rwarded to the Global Custodians
that have become Registered Intermediaries, o-n the Vote
Deadline Date. In capacity as Registered Intermediary, the
Global C-ustodian will sign the Proxy Card and forward to the
local custodian. If you a-re unsure whether your Global
Custodian acts as Registered Intermediary, pleas-e contact
your representative
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE BY CLIC-KING ON THE
MATERIAL URL LINK: https://balo.journal-
officiel.gouv.fr/pdf/2011/-0422/201104221101446.pdf
O.1 Approval of the corporate financial statements for the Management For For
financial year 2010
O.2 Approval of the consolidated financial statements for the Management For For
financial year 2010
O.3 Allocation of income for the financial year ended December 31, Management For For
2010 and setting the dividend
O.4 Option for payment of dividend in shares Management For For
O.5 Authorization to be granted to the Board of Directors to Management For For
trade the Company's shares
E.6 Authorization to be granted to the Board of Directors to Management For For
reduce capital by cancellation of treasury shares
E.7 Delegation of authority granted to the Board of Directors to Management For For
increase capital by issuing shares and/or securities
providing access to capital, issued by the Company in favor
of members of a company savings plan
E.8 Delegation of authority granted to the Board of Directors to Management For For
increase capital by issuing shares and/or securities
providing access to capital, issued by the Company reserved
for employees of foreign companies of Rhodia Group, outside
of a company savings plan
E.9 Powers Management For For
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 57
TENNECO INC.
SECURITY 880349105 MEETING TYPE Annual
TICKER SYMBOL TEN MEETING DATE 18-May-2011
ISIN US8803491054 AGENDA 933400640 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE 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: HARI N. NAIR Management For For
1D ELECTION OF DIRECTOR: ROGER B. PORTER Management For For
1E ELECTION OF DIRECTOR: DAVID B. PRICE, JR. Management For For
1F ELECTION OF DIRECTOR: GREGG M. SHERRILL Management For For
1G ELECTION OF DIRECTOR: PAUL T. STECKO Management For For
1H ELECTION OF DIRECTOR: MITSUNOBU TAKEUCHI Management For For
1I ELECTION OF DIRECTOR: JANE L. WARNER Management For For
02 APPROVE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS FOR 2011.
03 APPROVE EXECUTIVE COMPENSATION IN AN ADVISORY Management Abstain Against
VOTE.
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE Management Abstain Against
ADVISORY VOTES ON EXECUTIVE COMPENSATION.
SWS GROUP INC.
SECURITY 78503N107 MEETING TYPE Special
TICKER SYMBOL SWS MEETING DATE 18-May-2011
ISIN US78503N1072 AGENDA 933421062 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 APPROVAL, FOR PURPOSES OF NYSE LISTING Management Against Against
STANDARDS, OF ISSUANCE OF WARRANTS & UP TO
17,391,304 SHARES OF COMMON STOCK OF COMPANY ISSUABLE UPON
THE EXERCISE OF WARRANTS (SUBJECT TO ANTI-DILUTION
ADJUSTMENTS) OR, IN CERTAIN CIRCUMSTANCES, NON-VOTING
PERPETUAL PARTICIPATING PREFERRED STOCK ISSUABLE UPON
EXERCISE OF WARRANTS & CONVERTIBLE, IN CERTAIN CIRCUMSTANCES,
INTO COMMON STOCK.
02 THE APPROVAL OF THE ADJOURNMENT OF THE SPECIAL Management Against Against
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE IS AN INSUFFICIENT
NUMBER OF VOTES AT THE SPECIAL MEETING TO
APPROVE PROPOSAL NO. 1 DESCRIBED ABOVE.
CHAUCER HOLDINGS PLC
SECURITY G2071N102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 19-May-2011
ISIN GB0000293950 AGENDA 702967792 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1 To receive the Directors' Report and Financial Statements of Management For For
the Company for the year ended 31 December 2010, together
with the Independent Auditors' Report thereon
2 To approve the Directors' Remuneration Report for the year Management For For
ended 31 December 2010
3 To approve a final dividend of 2.7 pence on the ordinary Management For For
shares to be paid on 27 May 2011 to those shareholders on
the register at the close of business on 6 May 2011
4 To re-elect Christopher Stooke as a director in accordance Management For For
with Article 91 of the Company's Articles of Association
5 To re-elect Mark Wood as a director in accordance with Management For For
Article 91 of the Company's Articles of Association
6 To re-elect Martin Gilbert as a director in accordance with Management For For
Article 122 of the Company's Articles of Association
7 To re-elect Robert Stuchbery as a director in accordance with Management For For
Article 122 of the Company's Articles of Association
8 To re appoint Ernst & Young LLP as Auditors to hold office Management For For
from the conclusion of the meeting to the conclusion of the
next meeting at which accounts are laid before the meeting
9 To authorise the Directors to determine the remuneration of Management For For
the Auditors
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Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 58
10 That the Directors be and they are hereby generally and Management For For
unconditionally authorised in accordance with section 551 of
the Companies Act 2006 (CA 2006) to exercise all the powers
of the Company to allot shares in the Company and to grant
rights to subscribe for, or to convert any security into,
shares in the Company: (a) up to an aggregate nominal amount
of GBP45,674,303; and (b) comprising equity securities
(within the meaning of section 560 CA 2006) up to a further
aggregate nominal amount of GBP45,674,303 in connection with
an offer by way of a rights issue: (i) to ordinary
shareholders in proportion (as nearly as may be practicable)
to their existing holdings; and (ii) to holders of other
equity securities as required by the rights of those
securities or as the Directors otherwise consider necessary,
and so that CONTD
CONT CONTD Directors may impose any limits or restrictions and Non-Voting
make any-arrangements which they consider necessary or
appropriate to deal with-treasury shares, fractional
entitlements, record dates, legal, regulatory or-practical
problems in, or under the laws of, any territory or the-
requirements of any regulatory body or stock exchange or any
other matter-(including any such problems arising by virtue
of equity securities being-represented by depositary
receipts).
The authorities conferred on the-Directors
under paragraphs (a) and (b) above shall expire at the
conclusion- of the next AGM of the Company after the
passing of this resolution or, if-earlier, 30 June 2012
(unless previously revoked, varied or renewed by the-Company
in general meeting) save that the Company may before such
expiry make-an offer or agreement which CONTD
CONT CONTD would or might require shares to be allotted or rights Non-Voting
to subscribe-for, or to convert any security into, shares to
be granted after such expiry-and the Directors may allot
shares or grant rights to subscribe for, or to-convert any
security into, shares (as the case may be) in pursuance of
such-an offer or agreement as if the authority conferred
hereby had not expired
11 That, subject to the passing of resolution 10 above and in Management For For
substitution for all subsisting authorities to the extent
unused, the Directors be and they are hereby empowered
pursuant to section 570 and section 573 CA 2006 to allot
equity securities (within the meaning of section 560 CA 2006)
for cash pursuant to the authority conferred by resolution 10,
as if section 561(1) CA 2006 did not apply to any such
allotment, provided that this power: (a) shall be limited to
the allotment of equity securities in connection with an
offer of equity securities (but in the case of the authority
granted under paragraph (b) of resolution 10, by way of a
rights issue only): (i) to ordinary shareholders in
proportion (as nearly as may be practicable) to their
existing holdings; and (ii) to holders of other equity
securities as required by CONTD
CONT CONTD the rights of those securities or as the Directors Non-Voting
otherwise consider-necessary, and so that the Directors may
impose any limits or restrictions-and make any arrangements
which they consider necessary or appropriate to-deal with any
treasury shares, fractional entitlements, record dates,
legal,-regulatory or practical problems in, or under the
laws of, any territory or-the requirements of any regulatory
body or stock exchange or any other matter-(including any
such problems arising by virtue of equity securities being-
represented by depositary receipts); and (b) in the case of
the authority-granted under paragraph (a) of resolution 10,
shall be limited to the-allotment (otherwise than under
paragraph (a) of this resolution 11, of-equity securities up
to an aggregate nominal amount of GBP6,851,145, (c)-shall
apply CONTD
CONT CONTD in relation to a sale of shares which is an allotment Non-Voting
of equity-securities by virtue of section 560(3) CA 2006 as
if in the first paragraph-of this resolution 11 the words
"subject to the passing of resolution 10-above and" were
omitted, and shall expire at the conclusion of the next
AGM-of the Company after the passing of this resolution or
on 30 June 2012,-whichever is the earlier, except that the
Company may before such expiry make-an offer or agreement
which would or might require equity securities
to be-allotted after such expiry and the Directors may
allot equity securities in-pursuance of such offer or
agreement as if the power conferred hereby had not-expired
12 That the Directors be and are hereby generally and Management For For
unconditionally authorised, pursuant to and in accordance
with section 701 CA 2006, to make market purchases (within
the meaning of section 693(4) CA 2006) of ordinary shares of
25 pence each in the capital of the Company (Ordinary Shares)
on such terms and in such manner as the Directors shall from
time to time determine, provided that: (a) the maximum
aggregate number of Ordinary Shares hereby authorised to be
purchased is 54,809,164; (b) the minimum price which may be
paid for an Ordinary Share is its nominal value (exclusive
of expenses); (c) the maximum price (exclusive of expenses)
which may be paid for
an Ordinary Share is an amount equal to 105 per cent. of the
average of the middle market quotations of an Ordinary Share (as
derived from the London Stock Exchange CONTD
CONT CONTD Daily Official List) for the five business days Non-Voting
immediately preceding-the date on which that Ordinary Share is contracted to
be purchased; (d) the-authority hereby conferred shall expire at
the conclusion of the next AGM of-the Company following the
passing of this resolution or, if earlier, 30 June-2012 (unless
previously revoked, varied or renewed by the Company in
general-meeting); (e) the Company may at any time prior to the
expiry of such-authority make a contract or contracts to purchase
Ordinary Shares under such-authority which will or might be
completed or executed wholly or partly after-the expiration of such
authority and may make a purchase of Ordinary Shares-in
pursuance of any such contract or contracts; and (f) in executing
this-authority, the Company may purchase Ordinary Shares using
any currency, CONTD
CONT CONTD including, without limitation, pounds sterling, US Non-Voting
dollars and euros
13 That a general meeting, other than an annual general meeting, Management For For
may be called on not less than 14 clear days' notice
14 That the Articles of Association of the Company be altered by Management For For
substituting the existing article 135.1 with the following
article: The Directors may delegate any of their powers to
such committee, to such an extent in relation to such
matters, and on such terms and conditions as they think fit
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 59
SLM CORPORATION
SECURITY 78442P106 MEETING TYPE Annual
TICKER SYMBOL SLM MEETING DATE 19-May-2011
ISIN US78442P1066 AGENDA 933412063 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A ELECTION OF DIRECTOR: ANN TORRE BATES Management For For
1B ELECTION OF DIRECTOR: W.M. DIEFENDERFER III Management For For
1C ELECTION OF DIRECTOR: DIANE SUITT GILLELAND Management For For
1D ELECTION OF DIRECTOR: EARL A. GOODE Management For For
1E ELECTION OF DIRECTOR: RONALD F. HUNT Management For For
1F ELECTION OF DIRECTOR: ALBERT L. LORD Management For For
1G ELECTION OF DIRECTOR: MICHAEL E. MARTIN Management For For
1H ELECTION OF DIRECTOR: BARRY A. MUNITZ Management For For
1I ELECTION OF DIRECTOR: HOWARD H. NEWMAN Management For For
1J ELECTION OF DIRECTOR: A. ALEXANDER PORTER, JR. Management For For
1K ELECTION OF DIRECTOR: FRANK C. PULEO Management For For
1L ELECTION OF DIRECTOR: WOLFGANG SCHOELLKOPF Management For For
1M ELECTION OF DIRECTOR: STEVEN L. SHAPIRO Management For For
1N ELECTION OF DIRECTOR: J. TERRY STRANGE Management For For
1O ELECTION OF DIRECTOR: ANTHONY P. TERRACCIANO Management For For
1P ELECTION OF DIRECTOR: BARRY L. WILLIAMS Management For For
02 APPROVAL OF AN ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
03 APPROVAL OF AN ADVISORY VOTE ON THE FREQUENCY Management Abstain Against
OF EXECUTIVE COMPENSATION VOTES.
04 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
TELEPHONE AND DATA SYSTEMS, INC.
SECURITY 879433100 MEETING TYPE Annual
TICKER SYMBOL TDS MEETING DATE 19-May-2011
ISIN US8794331004 AGENDA 933427444 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE 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 2011. Management For For
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
04 ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN Management Abstain Against
ADVISORY VOTE ON EXECUTIVE COMPENSATION.
05 SHAREHOLDER PROPOSAL TO RECAPITALIZE TDS' Shareholder Against For
OUTSTANDING STOCK.
RETAIL VENTURES INC.
SECURITY 76128Y102 MEETING TYPE Special
TICKER SYMBOL RVI MEETING DATE 19-May-2011
ISIN US76128Y1029 AGENDA 933430679 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED FEBRUARY 8, 2011, AMONG DSW INC., DSW MS LLC,
AN OHIO LIMITED LIABILITY COMPANY AND A WHOLLY
OWNED SUBSIDIARY OF DSW, AND RETAIL VENTURES,
INC., AND APPROVE THE MERGER.
02 TO APPROVE ANY MOTION TO ADJOURN OR POSTPONE Management For For
THE RETAIL VENTURES SPECIAL MEETING TO ANOTHER
TIME OR PLACE, IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF
THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE RETAIL
VENTURES SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT AND
APPROVE THE MERGER.
EMERGENCY MEDICAL SERVICES CORP.
SECURITY 29100P102 MEETING TYPE Special
TICKER SYMBOL EMS MEETING DATE 20-May-2011
ISIN US29100P1021 AGENDA 933439235 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF FEBRUARY 13, 2011, AS IT MAY BE AMENDED
FROM TIME TO TIME, BY AND AMONG CDRT ACQUISITION
CORPORATION, A DELAWARE CORPORATION, CDRT
MERGER SUB, INC., A DELAWARE CORPORATION, AND
EMERGENCY MEDICAL SERVICES CORPORATION, A
DELAWARE CORPORATION
02 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
MERGER AGREEMENT
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 60
LIBERTY MEDIA CORPORATION
SECURITY 53071M708 MEETING TYPE Special
TICKER SYMBOL LSTZA MEETING DATE 23-May-2011
ISIN US53071M7083 AGENDA 933436455 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 A PROPOSAL TO REDEEM ALL OF THE OUTSTANDING Management For For
SHARES OF SERIES A LIBERTY STARZ COMMON STOCK
AND SERIES B LIBERTY STARZ COMMON STOCK FOR ALL
OF THE OUTSTANDING SHARES OF LIBERTY SPLITCO, INC.
STARZ TRACKING STOCK.
LIBERTY MEDIA CORPORATION
SECURITY 53071M302 MEETING TYPE Special
TICKER SYMBOL LCAPA MEETING DATE 23-May-2011
ISIN US53071M3025 AGENDA 933436467 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 A PROPOSAL TO REDEEM ALL OF THE OUTSTANDING Management For For
SHARES OF SERIES A LIBERTY CAPITAL COMMON STOCK
AND SERIES B LIBERTY CAPITAL COMMON STOCK FOR ALL
OF THE OUTSTANDING SHARES OF LIBERTY SPLITCO, INC.
CAPITAL TRACKING STOCK.
ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LTD
SECURITY G0534R108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 24-May-2011
ISIN BMG0534R1088 AGENDA 702968097 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting
BY CLICKING ON THE URL LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/20110418/LTN2
0110418411.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting
VOTE 'IN FAVOR' OR 'AGAINST' FOR-ALL RESOLUTIONS.
THANK YOU.
1 To receive and approve the audited consolidated financial Management For For
statements for the year ended 31 December 2010 and the
reports of the Directors and auditor thereon
2 To declare a final dividend for the year ended 31 December Management For For
2010
3.(a) To re-elect Mr. Mark Chen as a Director Management For For
3.(b) To re-elect Mr. Guan Yi as a Director Management For For
3.(c) To re-elect Mr. Peter Jackson as a Director Management For For
3.(d) To re-elect Mr. William Wade as a Director Management For For
3.(e) To re-elect Mr. James Watkins as a Director Management For For
3.(f) To authorise the Board to fix the remuneration of the Management For For
directors
4 To re-appoint PricewaterhouseCoopers as auditor of the Management For For
Company and authorise the Board to fix their remuneration
for the year ending 31 December 2011
5 To grant a general mandate to the Directors to allot, issue Management For For
and dispose of new shares in the capital of the Company
6 To grant a general mandate to the Directors to repurchase Management For For
shares of the Company
7 To extend, conditional upon the passing of Resolutions (5) Management For For
and (6), the general mandate to allot, issue and dispose of
new shares by adding the number of shares repurchased
ECO BUSINESS-IMMOBILIEN AG, WIEN
SECURITY A19521102 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 24-May-2011
ISIN AT0000617907 AGENDA 703018704 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
CMMT PLEASE NOTE THAT THE MEETING HAS BEEN SET UP Non-Voting
USING THE RECORD DATE 13 MAY 2011-WHICH AT THIS
TIME WE ARE UNABLE TO SYSTEMATICALLY UPDATE. THE
TRUE RECORD DA-TE FOR THIS MEETING IS 14 MAY 2011.
THANK YOU
1 Presentation annual report Management For For
2 Approval of usage of earnings Management For For
3 Approval of discharge of BOD Management For For
4 Approval of discharge of Sup.Board Management For For
5 Election auditor Management For For
6 Elections to sup board (split) Management For For
7 Amendment bylaws Management For For
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 61
INTERMEC, INC.
SECURITY 458786100 MEETING TYPE Annual
TICKER SYMBOL IN MEETING DATE 25-May-2011
ISIN US4587861000 AGENDA 933414269 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A ELECTION OF DIRECTOR: PATRICK J. BYRNE Management For For
1B ELECTION OF DIRECTOR: ERIC J. DRAUT Management For For
1C ELECTION OF DIRECTOR: GREGORY K. HINCKLEY Management For For
1D ELECTION OF DIRECTOR: LYDIA H. KENNARD Management For For
1E ELECTION OF DIRECTOR: ALLEN J. LAUER Management For For
1F ELECTION OF DIRECTOR: STEPHEN P. REYNOLDS Management For For
1G ELECTION OF DIRECTOR: STEVEN B. SAMPLE Management For For
1H ELECTION OF DIRECTOR: OREN G. SHAFFER Management For For
1I ELECTION OF DIRECTOR: LARRY D. YOST Management For For
02 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
INTERMEC, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2011.
03 ADOPT ADVISORY RESOLUTION APPROVING Management Abstain Against
COMPENSATION OF INTERMEC, INC.'S NAMED EXECUTIVE OFFICERS
FOR 2010.
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE Management Abstain Against
ADVISORY VOTES ON THE COMPENSATION OF INTERMEC, INC.'S
NAMED EXECUTIVE OFFICERS.
05 APPROVE AMENDMENT TO THE INTERMEC, INC. 2008 Management Against Against
OMNIBUS INCENTIVE PLAN.
HUGHES COMMUNICATIONS, INC.
SECURITY 444398101 MEETING TYPE Annual
TICKER SYMBOL HUGH MEETING DATE 25-May-2011
ISIN US4443981018 AGENDA 933417669 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 PRADMAN P. KAUL For For
2 ANDREW D. AFRICK For For
3 O. GENE GABBARD For For
4 JEFFREY A. LEDDY For For
5 LAWRENCE J. RUISI For For
6 AARON J. STONE For For
7 MICHAEL D. WEINER For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE AND Management For For
TOUCHE, LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
03 NON-BINDING ADVISORY VOTE ON A RESOLUTION APPROVING THE Management Abstain Against
COMPENSATION OF THE COMPANY'S EXECUTIVE OFFICERS
PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE
SECURITIES AND EXCHANGE COMMISSION, OR "SAY ON PAY" VOTE.
04 NON-BINDING ADVISORY VOTE ON THE FREQUENCY WITH Management Abstain Against
WHICH SAY ON PAY VOTES SHOULD BE HELD IN THE FUTURE.
FLOWERS FOODS, INC.
SECURITY 343498101 MEETING TYPE Annual
TICKER SYMBOL FLO MEETING DATE 25-May-2011
ISIN US3434981011 AGENDA 933419930 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 BENJAMIN H. GRISWOLD IV For For
2 JACKIE M. WARD For For
3 C. MARTIN WOOD III For For
02 TO APPROVE, BY ADVISORY VOTE, THE COMPENSATION OF THE Management Abstain Against
COMPANY'S NAMED EXECUTIVES, AS DISCLOSED IN THIS PROXY
STATEMENT.
03 TO VOTE FOR THE FREQUENCY OF THE ADVISORY VOTE Management Abstain Against
ON EXECUTIVE COMPENSATION.
04 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Management For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
FLOWERS FOODS, INC. FOR THE 2011 FISCAL YEAR.
BOYD GAMING CORPORATION
SECURITY 103304101 MEETING TYPE Annual
TICKER SYMBOL BYD MEETING DATE 26-May-2011
ISIN US1033041013 AGENDA 933424260 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1 DIRECTOR Management
1 ROBERT L. BOUGHNER For For
2 WILLIAM R. BOYD For For
3 WILLIAM S. BOYD For For
4 THOMAS V. GIRARDI For For
5 MARIANNE BOYD JOHNSON For For
6 BILLY G. MCCOY For For
7 FREDERICK J. SCHWAB For For
8 KEITH E. SMITH For For
9 CHRISTINE J. SPADAFOR For For
10 PETER M. THOMAS For For
11 VERONICA J. WILSON For For
2 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
3 TO REAPPROVE THE COMPANY'S 2000 EXECUTIVE Management For For
MANAGEMENT INCENTIVE PLAN.
4 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
5 ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN Management Abstain Against
ADVISORY VOTE ON EXECUTIVE COMPENSATION.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 62
MCCORMICK & SCHMICK'S SEAFOOD RESTAURANT
SECURITY 579793100 MEETING TYPE Annual
TICKER SYMBOL MSSR MEETING DATE 26-May-2011
ISIN US5797931004 AGENDA 933436164 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 WILLIAM T. FREEMAN For For
2 DOUGLAS L. SCHMICK For For
3 E.H. JURGENSEN, JR. For For
4 JAMES R. PARISH For For
5 J. RICE EDMONDS For For
6 CHRISTINE F. DEPUTY OTT For For
7 ERIC P. BAUER For For
02 PROPOSAL TO CONSIDER AND APPROVE, ON AN ADVISORY BASIS, Management Abstain Against
THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS
AS FURTHER DESCRIBED IN THE PROXY STATEMENT.
03 ADVISORY VOTE REGARDING THE FREQUENCY WITH WHICH THE Management Abstain Against
COMPANY SHOULD HOLD AN ADVISORY VOTE REGARDING THE
COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.
04 RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED ACCOUNTING FIRM FOR THE
2011 FISCAL YEAR.
IBERDROLA RENOVABLES SA, VALENCIA
SECURITY E6244B103 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 30-May-2011
ISIN ES0147645016 AGENDA 702972414 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, Non-Voting
THERE WILL BE A SE-COND CALL ON 31 MAY 2011 AT 12:30 P.M.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS-WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.
1 Approval of the individual annual financial statements of the Management For For
Company and of the annual financial statements consolidated
with those of its subsidiaries for the fiscal year ended on
December 31, 2010
2 Approval of the individual management report of the Company Management For For
and of the consolidated management report of the Company and
its subsidiaries for the fiscal year ended on December 31,
2010
3 Approval of the management and activities of the Board of Management For For
Directors during the fiscal year ended on December 31, 2010
4 Re-election of the auditor of the Company and of its Management For For
consolidated group for the fiscal year 2011
5 Approval of the proposal for the allocation of profits/losses Management For For
and the distribution of dividends for the fiscal year ended
on December 31, 2010
6 Ratification of the interim appointment as Director of Management For For
Mr. Aurelio Izquierdo Gomez to fill a vacancy made after
the holding of the last General Shareholders' Meeting, as
external proprietary Director
7 Authorization to the Board of Directors, with the express Management For For
power of substitution, to create and fund associations and
foundations, pursuant to applicable legal provisions, for
which purpose the authorization granted by the shareholders
at the General Shareholders' Meeting of June 9, 2010 is
hereby deprived of effect to the extent of the unused amount
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 63
8 Information regarding any significant changes in the assets or Management For For
liabilities of the companies participating in the merger (i.e.,
Iberdrola, S.A. (as absorbing company) and Iberdrola Renovables, S.A.
(as absorbed company)) between the date of the common terms of merger
and the holding of the General Shareholders' Meeting at which such
merger is decided. Approval of the common terms of merger by
absorption between Iberdrola, S.A. and Iberdrola Renovables, S.A.
Approval as the merger balance sheet of the balance sheet of Iberdrola
Renovables, S.A. as of December 31, 2010. Approval of the merger by
absorption between Iberdrola, S.A. and Iberdrola Renovables, S.A.
through the absorption of the latter by the former, causing the
termination without liquidation of Iberdrola Renovables, S.A. and the
transfer en bloc and as a whole of all of its assets to Iberdrola,
S.A., with an express provision for the exchange to be covered by the
delivery of treasury shares of Iberdrola, S.A. and, if required, by
newly-issued shares of Iberdrola, S.A. pursuant to a capital increase
subject to the above, all in accordance with the common terms of
merger. Provide acquiescence, within the framework of the provisions
of the common terms of merger, to the conditional increase in the
share capital of Iberdrola, S.A. in the amount of one hundred and
forty-eight million, four hundred and seventy thousand and eleven
Euros, and twenty-five cents (EUR 148,470,011.25), by means of the
issuance of one hundred and ninety seven million, nine hundred and
sixty thousand, and fifteen (197,960,015) shares with a par value of
seventy five cents of Euro (EUR 0.75) each, of the same class and
series as those currently outstanding, as a result of the merger by
absorption of Iberdrola Renovables, S.A. by Iberdrola, S.A.
Establishment of procedure to facilitate the merger exchange.
Adherence of the transaction to the special tax rules provided for in
Chapter VIII of Title VII of the restated text of the Corporate Income
Tax Law. Insofar as they are approved, provide acquiesce, as it may be
deemed necessary, to the proposed resolutions of the Board of
Directors of Iberdrola, S.A. and submitted to the General
Shareholders' Meeting of Iberdrola, S.A. which first call is to be
held on May 27, 2011, in connection with the items of its Agenda
regarding: (i) approval of an increase in share capital by means of a
scrip issue at a maximum reference market value of one thousand nine
hundred nine (1,909) million Euros for the free-of- charge allocation
of new shares to the shareholders of Iberdrola, S.A. (item six of its
Agenda); (ii) authorization to the Board of Directors, with the
express power of substitution, for a term of five (5) years, to
increase the share capital pursuant to the provisions of Section
297.1.b) of the Companies Law, by up to one-half of the share capital
on the date of the authorization (item eight of its Agenda); (iii)
authorization to the Board of Directors, with the express power of
substitution, for a term of five (5) years, of the power to issue
debentures or bonds that are exchangeable for and/or convertible into
shares of Iberdrola, S.A. or of other companies within or outside of
its Group, and warrants on newly- issued or outstanding shares of
Iberdrola, S.A. or of other companies within or outside of its Group,
up to a maximum limit of five (5) billion Euros (item nine of its
Agenda); (iv) authorization to the Board of Directors, with the
express power of substitution, for a term of five (5) years, to issue:
a) bonds or simple debentures and other fixed-income securities of a
like nature (other than notes), as well as preferred stock, up to a
maximum amount of twenty (20) billion Euros, and b) notes up to a
maximum amount at any given time, independently of the foregoing, of
six (6) billion Euros (item ten of its Agenda); (v) amendment of the
By-Laws and approval of a Restated Text (item thirteen of its Agenda);
(vi) amendment of the Regulations for the General Shareholders'
Meeting and approval of a New Restated Text (item fourteen of its
Agenda. Delegation of powers
9 Approval of the distribution of an extraordinary dividend in Management For For
the gross amount of one euro and twenty cents (EUR 1.20) per
share which will be entitled to receive it with charge to
premium issuance reserve
10 Delegation of powers to formalize and execute all resolutions Management For For
adopted by the shareholders at the General Shareholders'
Meeting, for conversion thereof into a public instrument,
and for the interpretation, correction and supplementation
thereof or further elaboration and registration
11 Consultative vote regarding the Director compensation policy Management For For
of the Company for the current fiscal year (2011) and the
application of the current compensation policy during the
preceding fiscal year (2010)
CMMT SHAREHOLDERS WHO PARTICIPATE IN ANY FORM AT THE ORDINARY Non-Voting
GENERAL MEETING, WHET-HER DIRECTLY, BY PROXY, OR BY
LONG-DISTANCE VOTING, SHALL BE ENTITLED TO RECEI-VE AN
ATTENDANCE PREMIUM (0.0035 EUROS GROSS PER SHARE).
PRIDE INTERNATIONAL, INC.
SECURITY 74153Q102 MEETING TYPE Special
TICKER SYMBOL PDE MEETING DATE 31-May-2011
ISIN US74153Q1022 AGENDA 933444490 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED FEBRUARY 6, 2011 AND AS AMENDED ON MARCH 1,
2011, BY AND AMONG ENSCO PLC, PRIDE INTERNATIONAL,
INC., ENSCO INTERNATIONAL INCORPORATED AND ENSCO
VENTURES LLC.
02 APPROVAL OF ANY PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING TO A LATER DATE OR DATES IF NECESSARY TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES
AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER
AGREEMENT.
SAKS INCORPORATED
SECURITY 79377W108 MEETING TYPE Annual
TICKER SYMBOL SKS MEETING DATE 01-Jun-2011
ISIN US79377W1080 AGENDA 933441230 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 ROBERT B. CARTER For For
2 DONALD E. HESS For For
3 JERRY W. LEVIN For For
4 MICHAEL S. GROSS For For
5 NORA P. MCANIFF For For
6 STEPHEN I. SADOVE For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
03 APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION. Management Abstain Against
04 AN ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY Management Abstain Against
VOTE ON EXECUTIVE COMPENSATION.
05 SHAREHOLDER PROPOSAL - CUMULATIVE VOTING FOR THE ELECTION Shareholder Against For
OF DIRECTORS.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 64
AMERICA SERVICE GROUP INC.
SECURITY 02364L109 MEETING TYPE Special
TICKER SYMBOL ASGR MEETING DATE 01-Jun-2011
ISIN US02364L1098 AGENDA 933449034 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 ADOPTION OF THE MERGER AGREEMENT. TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATE AS OF MARCH 2, 2011 (AS THAT
AGREEMENT MAY BE AMENDED IN ACCORDANCE WITH ITS TERMS, THE
"MERGER AGREEMENT"), BY AND AMONG VALITAS HEALTH SERVICES,
INC., WHISKEY ACQUISITION CORP. AND THE COMPANY.
02 ADJOURNMENT OF THE SPECIAL MEETING OF STOCKHOLDERS, IF Management For For
NECESSARY. TO APPROVE THE ADJOURNMENT OF THE SPECIAL
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF
THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO CONSTITUTE A QUORUM OR TO ADOPT THE MERGER
AGREEMENT.
WESTERNZAGROS RESOURCES LTD.
SECURITY 960008100 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL WZGRF MEETING DATE 01-Jun-2011
ISIN CA9600081009 AGENDA 933449161 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 ON THE ELECTION OF DIRECTORS, FOR THE NOMINEES SET FORTH Management For For
IN THE MANAGEMENT PROXY CIRCULAR OF THE CORPORATION DATED
APRIL 11, 2011 (THE "MANAGEMENT PROXY CIRCULAR"):
02 ON THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, CHARTERED Management For For
ACCOUNTANTS, AS AUDITORS OF THE CORPORATION AT SUCH
REMUNERATION AS MAY BE APPROVED BY THE AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS OF THE CORPORATION:
03 ON THE RENEWAL AND APPROVAL OF THE CORPORATION'S STOCK Management For For
OPTION PLAN AS SET FORTH IN THE MANAGEMENT PROXY CIRCULAR.
BIOGEN IDEC INC.
SECURITY 09062X103 MEETING TYPE Annual
TICKER SYMBOL BIIB MEETING DATE 02-Jun-2011
ISIN US09062X1037 AGENDA 933413394 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A ELECTION OF DIRECTOR: CAROLINE D. DORSA Management For For
1B ELECTION OF DIRECTOR: STELIOS PAPADOPOULOS Management For For
1C ELECTION OF DIRECTOR: GEORGE A. SCANGOS Management For For
1D ELECTION OF DIRECTOR: LYNN SCHENK Management For For
1E ELECTION OF DIRECTOR: ALEXANDER J. DENNER Management For For
1F ELECTION OF DIRECTOR: NANCY L. LEAMING Management For For
1G ELECTION OF DIRECTOR: RICHARD C. MULLIGAN Management For For
1H ELECTION OF DIRECTOR: ROBERT W. PANGIA Management For For
1I ELECTION OF DIRECTOR: BRIAN S. POSNER Management For For
1J ELECTION OF DIRECTOR: ERIC K. ROWINSKY Management For For
1K ELECTION OF DIRECTOR: STEPHEN A. SHERWIN Management For For
1L ELECTION OF DIRECTOR: WILLIAM D. YOUNG 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, 2011.
03 SAY ON PAY - AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
04 SAY WHEN ON PAY - AN ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.
05 TO APPROVE AN AMENDMENT TO BIOGEN IDEC'S AMENDED AND RESTATED Management For For
CERTIFICATE OF INCORPORATION ELIMINATING THE CLASSIFICATION
OF THE BOARD OF DIRECTORS.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 65
NEW YORK COMMUNITY BANCORP, INC.
SECURITY 649445103 MEETING TYPE Annual
TICKER SYMBOL NYB MEETING DATE 02-Jun-2011
ISIN US6494451031 AGENDA 933431277 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 DOMINICK CIAMPA For For
2 W.C. FREDERICK, M.D. For For
3 MAX L. KUPFERBERG For For
4 SPIROS J. VOUTSINAS For For
5 ROBERT WANN For For
02 THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF NEW
YORK COMMUNITY BANCORP, INC. FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2011.
03 REAPPROVAL OF THE NEW YORK COMMUNITY BANCORP, INC. MANAGEMENT Management For For
INCENTIVE COMPENSATION PLAN, WHICH WAS ORIGINALLY APPROVED
BY THE COMPANY'S STOCKHOLDERS IN 2006, AND THE MATERIAL
TERMS OF WHICH ARE DESCRIBED IN THE ACCOMPANYING PROXY
STATEMENT.
04 REAPPROVAL OF THE NEW YORK COMMUNITY BANCORP, INC. 2006 Management For For
STOCK INCENTIVE PLAN, WHICH WAS ORIGINALLY APPROVED BY THE
COMPANY'S STOCKHOLDERS IN 2006, AND THE MATERIAL TERMS OF
WHICH ARE DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.
05 TO APPROVE, BY NON-BINDING VOTE, AN ADVISORY PROPOSAL Management Abstain Against
ON COMPENSATION FOR CERTAIN OF OUR EXECUTIVE OFFICERS.
06 TO PROVIDE AN ADVISORY VOTE ON THE FREQUENCY WITH WHICH Management Abstain Against
THE ADVISORY VOTE ON THE EXECUTIVE OFFICERS' COMPENSATION
SHALL OCCUR.
CHAUCER HOLDINGS PLC
SECURITY G2071N102 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 07-Jun-2011
ISIN GB0000293950 AGENDA 703068533 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1 To approve the scheme of arrangement and the reduction of Management For For
capital involved therein and certain related matters
cmmt PLEASE NOTE THAT THIS IS A REVISION DUE TO POSTPONEMENT Non-Voting
OF MEETING FROM 03 JUN-TO 07 JUN 2011 AND CHANGE IN MEETING
TYPE FROM EGM TO OGM. IF YOU HAVE ALREAD-Y SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE T-O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
CHAUCER HOLDINGS PLC
SECURITY G2071N102 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 07-Jun-2011
ISIN GB0000293950 AGENDA 703068583 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION Non-Voting
FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN
"FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO
VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL
BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT.
1 To approve the Scheme of Arrangement notice dated 11 May Management For For
2011
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO POSTPONEMENT Non-Voting
OF MEETING FROM 03 JUN-TO 07 JUN 2011. 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.
SANDISK CORPORATION
SECURITY 80004C101 MEETING TYPE Annual
TICKER SYMBOL SNDK MEETING DATE 07-Jun-2011
ISIN US80004C1018 AGENDA 933433738 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 MICHAEL MARKS For For
2 KEVIN DENUCCIO For For
3 IRWIN FEDERMAN For For
4 STEVEN J. GOMO For For
5 EDDY W. HARTENSTEIN For For
6 DR. CHENMING HU For For
7 CATHERINE P. LEGO For For
8 SANJAY MEHROTRA For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING JANUARY 1, 2012.
03 TO APPROVE AMENDMENTS TO THE SANDISK CORPORATION Management Against Against
2005 INCENTIVE PLAN.
04 TO APPROVE AMENDMENTS TO THE SANDISK CORPORATION Management For For
2005 EMPLOYEE STOCK PURCHASE PLANS.
05 TO APPROVE AN ADVISORY RESOLUTION ON NAMED EXECUTIVE Management Abstain Against
OFFICER COMPENSATION.
06 TO CONDUCT AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE Management Abstain Against
ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 66
MOSYS, INC.
SECURITY 619718109 MEETING TYPE Annual
TICKER SYMBOL MOSY MEETING DATE 07-Jun-2011
ISIN US6197181091 AGENDA 933437039 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 CARL E. BERG For For
2 TOMMY ENG For For
3 CHI-PING HSU For For
4 JAMES D. KUPEC For For
5 LEONARD PERHAM For For
02 THE RATIFICATION OF THE APPOINTMENT OF BURR PILGER Management For For
MAYER, INC. AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
03 PROPOSAL TO APPROVE 2010 EXECUTIVE COMPENSATION. Management Abstain Against
04 EXECUTIVE COMPENSATION FREQUENCY PROPOSAL. Management Abstain Against
HEELYS, INC
SECURITY 42279M107 MEETING TYPE Annual
TICKER SYMBOL HLYS MEETING DATE 09-Jun-2011
ISIN US42279M1071 AGENDA 933438106 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 JERRY R. EDWARDS For For
2 PATRICK F. HAMNER For For
3 THOMAS C. HANSEN For For
4 GARY L. MARTIN For For
5 N RODERICK MCGEACHY III For For
6 GLENN M. NEBLETT For For
7 RALPH T. PARKS For For
8 RICHARD F. STRUP For For
02 RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE FISCAL YEAR ENDED 2011.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
SECURITY 256743105 MEETING TYPE Annual
TICKER SYMBOL DTG MEETING DATE 09-Jun-2011
ISIN US2567431059 AGENDA 933439540 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 THOMAS P. CAPO For For
2 MARYANN N. KELLER For For
3 HON. EDWARD C. LUMLEY For For
4 RICHARD W. NEU For For
5 JOHN C. POPE For For
6 SCOTT L. THOMPSON For For
02 RATIFICATION OF ERNST & YOUNG LLP AS THE INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2011.
03 ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS. Management Abstain Against
04 ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES Management Abstain Against
ON EXECUTIVE COMPENSATION.
EXACTECH, INC.
SECURITY 30064E109 MEETING TYPE Annual
TICKER SYMBOL EXAC MEETING DATE 09-Jun-2011
ISIN US30064E1091 AGENDA 933440644 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 RICHARD C. SMITH For For
2 WILLIAM PETTY, M.D. For For
3 R. WYNN KEARNEY JR., MD For For
02 APPROVE THE NON-BINDING ADVISORY RESOLUTION ON Management Abstain Against
THE NAMED EXECUTIVE OFFICERS' COMPENSATION
03 APPROVE THE NON-BINDING ADVISORY RESOLUTION ON Management Abstain Against
THE FREQUENCY OF THE ADVISORY VOTE ON THE NAMED EXECUTIVE
OFFICERS' COMPENSATION
04 APPROVE THE AMENDMENT TO THE 2009 EXECUTIVE Management Against Against
COMPENSATION PLAN
05 RATIFY SELECTION OF MCGLADREY & PULLEN, LLP AS THE Management For For
COMPANY'S PRINCIPAL INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2011
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 67
THE LUBRIZOL CORPORATION
SECURITY 549271104 MEETING TYPE Special
TICKER SYMBOL LZ MEETING DATE 09-Jun-2011
ISIN US5492711040 AGENDA 933450710 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF MARCH 13, 2011, BY AND AMONG BERKSHIRE HATHAWAY
INC., OHIO MERGER SUB, INC., AND THE LUBRIZOL CORPORATION.
02 ANY PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL MEETING, IF Management For For
NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES IF
THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO ADOPT THE MERGER AGREEMENT.
TOMOTHERAPY INC
SECURITY 890088107 MEETING TYPE Special
TICKER SYMBOL TOMO MEETING DATE 09-Jun-2011
ISIN US8900881074 AGENDA 933458209 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MARCH 6, 2011, BY AND AMONG ACCURAY
INCORPORATED, TOMOTHERAPY INCORPORATED AND JAGUAR
ACQUISITION, INC., AS IT MAY BE AMENDED FROM TIME TO TIME.
02 TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR Management For For
TIME, IF NECESSARY OR APPROPRIATE, FOR THE PURPOSE OF
SOLICITING ADDITIONAL PROXIES IN THE EVENT THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO
APPROVE AND ADOPT THE MERGER AGREEMENT.
GLOBAL CROSSING LIMITED
SECURITY G3921A175 MEETING TYPE Annual
TICKER SYMBOL GLBC MEETING DATE 14-Jun-2011
ISIN BMG3921A1751 AGENDA 933433803 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 CHARLES MACALUSO For For
2 MICHAEL RESCOE For For
02 TO APPROVE THE REDUCTION OF GLOBAL CROSSING'S Management For For
SHARE PREMIUM ACCOUNT BY TRANSFERRING US$1.2 BILLION TO ITS
CONTRIBUTED SURPLUS ACCOUNT.
03 TO APPOINT ERNST & YOUNG LLP AS THE INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM OF GLOBAL CROSSING FOR THE
YEAR ENDING DECEMBER 31, 2011 AND TO AUTHORIZE THE AUDIT
COMMITTEE TO DETERMINE THEIR REMUNERATION.
04 TO APPROVE BY A NON-BINDING ADVISORY VOTE, OUR Management Abstain Against
EXECUTIVE COMPENSATION.
05 TO RECOMMEND, BY A NON-BINDING ADVISORY VOTE, THE FREQUENCY Management Abstain Against
OF THE ADVISORY VOTE ON OUR EXECUTIVE COMPENSATION.
NICOR INC.
SECURITY 654086107 MEETING TYPE Annual
TICKER SYMBOL GAS MEETING DATE 14-Jun-2011
ISIN US6540861076 AGENDA 933437217 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 R.M. BEAVERS, JR. For For
2 B.P. BICKNER For For
3 J.H. BIRDSALL, III For For
4 N.R. BOBINS For For
5 B.J. GAINES For For
6 R.A. JEAN For For
7 D.J. KELLER For For
8 R.E. MARTIN For For
9 G.R. NELSON For For
10 A.J. OLIVERA For For
11 J. RAU For For
12 J.C. STALEY For For
13 R.M. STROBEL For For
02 NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION Management Abstain Against
OF NICOR'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE
ACCOMPANYING PROXY STATEMENT.
03 NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF A Management Abstain Against
STOCKHOLDER VOTE ON THE COMPENSATION OF NICOR'S NAMED
EXECUTIVE OFFICERS.
04 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS NICOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2011.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 68
NICOR INC.
SECURITY 654086107 MEETING TYPE Special
TICKER SYMBOL GAS MEETING DATE 14-Jun-2011
ISIN US6540861076 AGENDA 933458259 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, DATED Management For For
AS OF DECEMBER 6, 2010, BY AND AMONG AGL
RESOURCES INC., APOLLO ACQUISITION CORP., OTTAWA ACQUISITION
LLC AND NICOR INC.
02 APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF Management For For
NECESSARY AND APPROPRIATE.
TIMBERWEST FOREST CORP.
SECURITY 887147130 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL TMWEF MEETING DATE 14-Jun-2011
ISIN CA8871471303 AGENDA 933460432 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 DAVID L. EMERSON For For
2 ROBERT J. HOLMES For For
3 MAUREEN E. HOWE For For
4 PAUL J. MCELLIGOTT For For
5 ROBERT W. MURDOCH For For
6 MARIA M. POPE For For
02 THE APPOINTMENT OF KPMG LLP AS AUDITORS OF THE COMPANY Management For For
03 THE AUTHORITY OF THE DIRECTORS TO FIX THE REMUNERATION OF Management For For
THE AUDITORS
04 THE APPROVAL OF THE CONTINUATION OF THE COMPANY Management For For
AS A FEDERAL CORPORATION UNDER THE CANADA BUSINESS
CORPORATIONS ACT (THE "CBCA") BY WAY OF A SPECIAL RESOLUTION
OF THE HOLDERS OF STAPLED UNITS, THE FULL TEXT OF WHICH IS
SET FORTH IN APPENDIX A TO THE MANAGEMENT INFORMATION
CIRCULAR
05 TO APPROVE A STATUTORY PLAN OF ARRANGEMENT UNDER SECTION Management For For
192 OF THE CBCA BY WAY OF A SPECIAL RESOLUTION OF THE
HOLDERS OF STAPLED UNITS AND OPTIONS (VOTING TOGETHER AS A
SINGLE CLASS), THE FULL TEXT OF WHICH IS SET FORTH IN
APPENDIX B TO THE MANAGEMENT INFORMATION CIRCULAR.
DYNEGY INC.
SECURITY 26817G300 MEETING TYPE Annual
TICKER SYMBOL DYN MEETING DATE 15-Jun-2011
ISIN US26817G3002 AGENDA 933441470 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 THOMAS W. ELWARD For For
2 MICHAEL J. EMBLER For For
3 ROBERT C. FLEXON For For
4 E. HUNTER HARRISON For For
5 VINCENT J. INTRIERI For For
6 SAMUEL MERKSAMER For For
7 FELIX PARDO For For
02 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION Management Abstain Against
OF DYNEGY'S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN ITS
PROXY STATEMENT.
03 TO ACT UPON A RESOLUTION, ON AN ADVISORY BASIS, Management Abstain Against
REGARDING WHETHER THE STOCKHOLDER VOTE ON THE COMPENSATION
OF DYNEGY'S NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY
ONE, TWO OR THREE YEARS.
04 TO APPROVE THE STOCKHOLDER PROTECTION RIGHTS Management Against Against
AGREEMENT, AS AMENDED.
05 TO ACT UPON A PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS DYNEGY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
06 TO ACT UPON A STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
GREENHOUSE GAS EMISSIONS, IF PROPERLY PRESENTED
AT THE ANNUAL MEETING.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 69
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
SECURITY 02744M108 MEETING TYPE Special
TICKER SYMBOL AMMD MEETING DATE 15-Jun-2011
ISIN US02744M1080 AGENDA 933456635 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF APRIL 10, 2011, BY AND AMONG
ENDO PHARMACEUTICALS HOLDINGS INC., NIKA MERGER
SUB, INC., A WHOLLY OWNED INDIRECT SUBSIDIARY OF
ENDO PHARMACEUTICALS HOLDINGS INC., AND AMERICAN
MEDICAL SYSTEMS HOLDINGS, INC., AS IT MAY BE
AMENDED FROM TIME TO TIME.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF
ADOPTION OF THE MERGER AGREEMENT.
CHURCHILL DOWNS INCORPORATED
SECURITY 171484108 MEETING TYPE Annual
TICKER SYMBOL CHDN MEETING DATE 16-Jun-2011
ISIN US1714841087 AGENDA 933439932 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 MICHAEL B. BRODSKY For For
2 ROBERT L. FEALY For For
3 DANIEL P. HARRINGTON For For
4 DARRELL R. WELLS 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, 2011
(PROPOSAL NO. 2).
03 PROPOSAL TO APPROVE THE MATERIAL TERMS OF THE Management For For
PERFORMANCE GOALS AND MAXIMUM AWARDS PAYABLE AS ESTABLISHED
BY THE SPECIAL SUBCOMMITTEE OF THE COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
04 PROPOSAL TO APPROVE, BY NON-BINDING ADVISORY Management Abstain Against
VOTE, EXECUTIVE COMPENSATION (PROPOSAL NO. 4).
05 PROPOSAL TO RECOMMEND, BY NON-BIDING ADVISORY Management Abstain Against
VOTE, THE FREQUENCY OF HOLDING FUTURE ADVISORY
VOTES ON EXECUTIVE COMPENSATION.
SALEM COMMUNICATIONS CORPORATION
SECURITY 794093104 MEETING TYPE Annual
TICKER SYMBOL SALM MEETING DATE 16-Jun-2011
ISIN US7940931048 AGENDA 933442080 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A ELECTION OF DIRECTOR: STUART W. EPPERSON Management For For
1B ELECTION OF DIRECTOR: EDWARD G. ATSINGER III Management For For
1C ELECTION OF INDEPENDENT DIRECTOR: DAVID Management For For
DAVENPORT
1D ELECTION OF DIRECTOR: ROLAND S. HINZ Management For For
1E ELECTION OF INDEPENDENT DIRECTOR: RICHARD A. Management For For
RIDDLE
1F ELECTION OF DIRECTOR: DENNIS M. WEINBERG Management For For
GSI COMMERCE, INC.
SECURITY 36238G102 MEETING TYPE Special
TICKER SYMBOL GSIC MEETING DATE 17-Jun-2011
ISIN US36238G1022 AGENDA 933457788 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MARCH 27, 2011, AMONG GSI
COMMERCE, INC., EBAY INC., AND GIBRALTAR ACQUISITION
CORP.
02 PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE TO PERMIT FURTHER SOLICITATION OF
PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO ADOPT THE AGREEMENT AND PLAN OF MERGER.
VERIGY LTD.
SECURITY Y93691106 MEETING TYPE Special
TICKER SYMBOL VRGY MEETING DATE 17-Jun-2011
ISIN SG9999002885 AGENDA 933468933 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 A PROPOSAL TO APPROVE THE SCHEME OF Management For For
ARRANGEMENT, BY AND AMONG VERIGY LTD., THE
SCHEME SHAREHOLDERS, AND ADVANTEST CORPORATION, PURSUANT TO
WHICH ADVANTEST CORPORATION WILL ACQUIRE ALL OF THE
OUTSTANDING ORDINARY SHARES OF VERIGY LTD. FOR $15.00 PER
SHARE IN CASH.
02 A PROPOSAL TO ADJOURN OR POSTPONE THE COURT Management For For
MEETING TO A LATER DATE OR TIME, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT
THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE COURT
MEETING TO APPROVE THE SCHEME OF ARRANGEMENT.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 70
HERITAGE OIL PLC, ST HELIER
SECURITY G4509M102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 20-Jun-2011
ISIN JE00B2Q4TN56 AGENDA 703096417 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1 To receive the Directors' Report and the financial statements Management For For
of the Company for the year ended 31 December 2010, together
with the report of the Auditors
2 To approve the Directors' Remuneration Report contained in Management For For
the financial statements and reports of the Company for the
year ended 31 December 2010
3 To re-elect General Sir Michael Wilkes as a Director of the Management For For
Company for a term from the conclusion of this AGM to the
conclusion of the next AGM
4 To re-elect Salim Macki as a Director of the Company for a Management For For
term from the conclusion of this AGM to the conclusion of the
next AGM
5 To re-appoint KPMG Audit Plc as auditors of the Company to Management For For
hold office from the conclusion of this AGM to the conclusion
of the next AGM
6 To authorise the Directors to determine the remuneration of Management For For
the auditors
7 To resolve that the waiver granted by the Panel of the Management For For
obligation which might otherwise arise, pursuant to Rule 9
of the Code, for Anthony Buckingham (or any person with whom
Mr. Buckingham is, or is deemed to be, acting in concert) to
make a general offer to the other Shareholders for all of
their Ordinary Shares as a result of exercise of options and
LTIP awards granted prior to the date of this notice and/or
market purchases of Ordinary Shares by the Company pursuant
to the authority granted under Resolution 10 below, that
could potentially increase Mr. Buckingham's shareholding from
approximately 29.4% of the issued share capital to a maximum
of 35.6% of the issued share capital, be and is hereby
approved
8 That the Heritage 2011 Long Term Incentive Plan (the 2011 Management For For
LTIP or the Plan ) to be constituted by the rules produced
in draft to this meeting and for the purpose of
identification initialled by the Chairman thereof is hereby
approved and adopted and the Directors are hereby authorised
to do all acts and things necessary to carry the 2011 LTIP
into effect
9 That the authority conferred on the Directors by Article 10.4 Management For For
of the Articles of Association of the Company shall be
renewed and for this purpose the Authorised Allotment Number
shall be 96,000,000 Ordinary Shares of no par value, the Non
Pre-emptive Number shall be 28,900,000 Ordinary Shares of no
par value and the Allotment Period shall be the period
commencing on 20 June 201.1. and ending on the conclusion of
the next AGM or, if earlier, 20 September 2012, unless
previously renewed, varied or revoked by the Company in
general meeting, and the Directors may, during such Allotment
Period, make offers or arrangements which would or might
require securities to be allotted or sold after the expiry
of such Allotment Period
10 That the Company be and is hereby generally and Management For For
unconditionally authorised: pursuant to Article 57 of the
Companies (Jersey) Law 1991, to make market purchases of
Ordinary Shares of no par value in the capital of the Company
( Ordinary Shares ), provided that: the maximum number of
Ordinary Shares authorised to be purchased is 28,900,000
(representing approximately 10% of the Company's voting share
capital as at 16 May 2011); the minimum price, exclusive of
any expenses, which may be paid for an Ordinary Share is GBP
0.01; the maximum price, exclusive of any expenses, which may
be paid for an Ordinary Share shall be the higher of: an
amount equal to 5% above the average of the middle market
quotations for Ordinary Shares CONTD
CONT CONTD taken from the London Stock Exchange Daily Official Non-Voting
List for the five-business days immediately preceding the day
on which such shares are-contracted to be purchased; and the
higher of the price of the last-independent trade and the
highest current independent bid on the London Stock-Exchange
Daily Official List at the time that the purchase is carried
out;-and the authority hereby conferred shall expire on the
conclusion of the-Annual General Meeting of the Company to
be held in 2012 (except that the-Company may make a contract
to purchase Ordinary Shares under this authority-before the
expiry of this authority, which will or may be executed
wholly or-partly after the expiry of this authority, CONTD
CONT CONTD and may make purchases of Ordinary Shares in Non-Voting
pursuance of any such-contract as if such authority had not
expired); and (b)pursuant to Article-58A of the Companies
(Jersey) Law 1991, to hold as treasury shares any-Ordinary
Shares purchased pursuant to the authority conferred by
this- resolution
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN NUMBERING. IF YOU HAVE AL-READY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECI-DE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
GOLD FIELDS LIMITED
SECURITY 38059T106 MEETING TYPE Special
TICKER SYMBOL GFI MEETING DATE 20-Jun-2011
ISIN US38059T1060 AGENDA 933467208 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
S1 FINANCIAL ASSISTANCE IN TERMS OF SECTION 45 OF THE Management For For
ACT
O1 APPROVAL FOR THE PROPOSED ACQUISITION Management For For
O2 AUTHORITY TO GIVE EFFECT TO THE ABOVE RESOLUTIONS Management For For
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 71
NATIONAL SEMICONDUCTOR CORPORATION
SECURITY 637640103 MEETING TYPE Special
TICKER SYMBOL NSM MEETING DATE 21-Jun-2011
ISIN US6376401039 AGENDA 933460533 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER BY Management For For
AND AMONG TEXAS INSTRUMENTS INCORPORATED, A DELAWARE
CORPORATION, ORION MERGER CORP., A DELAWARE CORPORATION AND
A WHOLLY OWNED SUBSIDIARY OF TEXAS INSTRUMENTS ("MERGER SUB"),
& THE COMPANY, PROVIDING FOR MERGER OF MERGER SUB WITH AND
INTO THE COMPANY, WITH THE COMPANY CONTINUING AS A WHOLLY
OWNED SUBSIDIARY OF TEXAS INSTRUMENTS.
02 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 APPROVE THE PROPOSAL TO
ADOPT THE MERGER AGREEMENT.
WIMM BILL DANN FOODS
SECURITY 97263M109 MEETING TYPE Annual
TICKER SYMBOL WBD MEETING DATE 21-Jun-2011
ISIN US97263M1099 AGENDA 933480167 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO APPROVE THE ANNUAL REPORT PREPARED ON BASIS Management For For
OF BOOK RECORDS FOR 2010 FINANCIAL YEAR DRAWN UP
ACCORDING TO RUSSIAN STANDARDS
02 TO APPROVAL THE WBD FOODS OJSC ANNUAL FINANCIAL Management For For
STATEMENTS, INCLUDING PROFIT AND LOSS STATEMENTS
FOR 2010
03 TO LEAVE AMOUNT OF NET PROFIT REFLECTED IN BOOK Management For For
RECORDS FOR 2010 FINANCIAL YEAR UNDISTRIBUTED. DO
NOT DECLARE PAYMENT OF DIVIDEND
04 FOR PURPOSE OF VERIFYING FINANCIAL & BUSINESS Management For For
ACTIVITIES OF WBD FOODS OJSC, IN ACCORDANCE WITH
LEGAL ACTS OF RUSSIAN FEDERATION, TO ASSIGN AS THE
AUDITOR OF THE COMPANY IN 2011 KPMG CJSC
05 DIRECTOR Management
1 LAGUARTA RAMON LUIS For For
2 HAMPTON A.N. SEYMOUR For For
3 HEAVISIDE W. TIMOTHY For For
4 KIESLER, PAUL DOMINIC For For
5 EPIFANIOU, ANDREAS For For
6 MACLEOD, ANDREW JOHN For For
7 EZAMA, SERGIO For For
8 BOLOTOVSKY R.V. For For
9 POPOVICI SIIVIU EUGENIU For For
10 IVANOV D. VLADIMIROVICH For For
11 RHODES, MARCUS JAMES For For
6A ELECTION OF THE WBD FOODS OJSC AUDITING Management For For
COMMISSION MEMBER : VOLKOVA NATALIA BORISOVNA
6B ELECTION OF THE WBD FOODS OJSC AUDITING Management For For
COMMISSION MEMBER : ERMAKOVA SVETLANA
ALEXANDROVNA
6C ELECTION OF THE WBD FOODS OJSC AUDITING Management For For
COMMISSION MEMBER : POLIKARPOVA NATALIA
LEONIDOVNA
6D ELECTION OF THE WBD FOODS OJSC AUDITING Management For For
COMMISSION MEMBER : PEREGUDOVA EKATERINA
ALEXANDROVNA
6E ELECTION OF THE WBD FOODS OJSC AUDITING Management For For
COMMISSION MEMBER : SOLNTSEVA EVGENIA
SOLOMONOVNA
6F ELECTION OF THE WBD FOODS OJSC AUDITING Management For For
COMMISSION MEMBER : KOLESNIKOVA NATALIA
NIKOLAEVNA
6G ELECTION OF THE WBD FOODS OJSC AUDITING Management For For
COMMISSION MEMBER : CHERKUNOVA OLGA NIKOLAEVNA
07 TO AMEND WBD FOODS CHARTER WITH THE REVISED Management For For
VERSION OF CLAUSE 15, PARAGRAPH 15.10
CROWN MEDIA HOLDINGS, INC.
SECURITY 228411104 MEETING TYPE Annual
TICKER SYMBOL CRWN MEETING DATE 22-Jun-2011
ISIN US2284111042 AGENDA 933456546 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 WILLIAM J. ABBOTT For For
2 DWIGHT C. ARN For For
3 ROBERT BLOSS For For
4 WILLIAM CELLA For For
5 GLENN CURTIS For For
6 STEVE DOYAL For For
7 BRIAN E. GARDNER For For
8 HERBERT GRANATH For For
9 DONALD HALL, JR. For For
10 IRVINE O. HOCKADAY, JR. For For
11 A. DRUE JENNINGS For For
12 PETER A. LUND For For
13 BRAD R. MOORE For For
14 DEANNE STEDEM For For
02 APPROVAL OF CHIEF EXECUTIVE OFFICER'S AND OTHER Management For For
EXECUTIVE OFFICER'S PERFORMANCE-BASED
COMPENSATION.
03 TO CONDUCT AN ADVISORY VOTE REGARDING THE Management Abstain Against
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
04 TO CONDUCT AN ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
FUTURE STOCKHOLDER ADVISORY VOTES ON THE
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 72
YAHOO! INC.
SECURITY 984332106 MEETING TYPE Annual
TICKER SYMBOL YHOO MEETING DATE 23-Jun-2011
ISIN US9843321061 AGENDA 933448575 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE 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: SUSAN M. JAMES Management For For
1E ELECTION OF DIRECTOR: VYOMESH JOSHI Management For For
1F ELECTION OF DIRECTOR: DAVID W. KENNY 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 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
03 ADVISORY VOTE ON THE FREQUENCY OF FUTURE Management Abstain Against
ADVISORY VOTES ON EXECUTIVE COMPENSATION.
04 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
05 SHAREHOLDER PROPOSAL REGARDING HUMAN RIGHTS Shareholder Against For
PRINCIPLES, IF PROPERLY PRESENTED AT THE ANNUAL
MEETING.
LABARGE, INC.
SECURITY 502470107 MEETING TYPE Special
TICKER SYMBOL LB MEETING DATE 23-Jun-2011
ISIN US5024701071 AGENDA 933464884 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF APRIL 3, 2011 AMONG DUCOMMUN
INCORPORATED, DLBMS, INC. AND LABARGE, INC.
02 PROPOSAL TO APPROVE ADJOURNMENTS OR Management For For
POSTPONEMENTS OF THE LABARGE, INC. SPECIAL
MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE
AGREEMENT AND PLAN OF MERGER.
WESCO FINANCIAL CORPORATION
SECURITY 950817106 MEETING TYPE Special
TICKER SYMBOL WSC MEETING DATE 24-Jun-2011
ISIN US9508171066 AGENDA 933465848 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT Management For For
THE AGREEMENT AND PLAN OF MERGER, DATED AS OF
FEBRUARY 4, 2011, AS IT MAY BE AMENDED FROM TIME TO TIME,
BY AND AMONG BERKSHIRE HATHAWAY INC., A DELAWARE CORPORATION,
MONTANA ACQUISITIONS, LLC, A DELAWARE LIMITED LIABILITY
COMPANY & AN INDIRECT WHOLLY OWNED SUBSIDIARY OF BERKSHIRE
HATHAWAY INC., AND WESCO FINANCIAL CORPORATION.
LUNDIN MINING CORPORATION
SECURITY 550372106 MEETING TYPE Annual
TICKER SYMBOL LUNMF MEETING DATE 24-Jun-2011
ISIN CA5503721063 AGENDA 933470609 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 COLIN K. BENNER For For
2 DONALD K. CHARTER For For
3 JOHN H. CRAIG For For
4 BRIAN D. EDGAR For For
5 LUKAS H. LUNDIN For For
6 DALE C. PENIUK For For
7 WILLIAM A. RAND For For
8 PHILIP J. WRIGHT For For
02 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR
AND AUTHORIZING THE DIRECTORS TO FIX THEIR
REMUNERATION.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 73
RURAL/METRO CORPORATION
SECURITY 781748108 MEETING TYPE Special
TICKER SYMBOL RURL MEETING DATE 27-Jun-2011
ISIN US7817481085 AGENDA 933472324 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO APPROVE THE ADOPTION OF THE AGREEMENT AND Management For For
PLAN OF MERGER, DATED AS OF MARCH 28, 2011, BY AND
AMONG RURAL/METRO CORPORATION, WP ROCKET
HOLDINGS LLC AND WP ROCKET MERGER SUB, INC., AS IT
MAY BE AMENDED FROM TIME TO TIME.
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR
OF THE PROPOSAL TO APPROVE THE ADOPTION OF THE AGREEMENT AND
PLAN OF MERGER.
PARMALAT S P A
SECURITY T7S73M107 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 28-Jun-2011
ISIN IT0003826473 AGENDA 703148797 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 813670 DUE TO RECEIPT OF N-AMES OF DIRECTORS AND
AUDITORS AND APPLICATION OF SPIN CONTROL. ALL
VOTES RECE-IVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRU-CT ON
THIS MEETING NOTICE. THANK YOU.
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN MEETING DATE FROM 25 JUNE-2011 TO 28 JUNE 2011. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT R-ETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. T-HANK YOU.
O.1 To approve financial statement as of 31-Dec-10 and report on Management For For
management activity. Proposal of profit allocation. To exam
Internal Auditors' report. Resolutions related thereto
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 3 SLATES TO Non-Voting
BE ELECTED AS DIRECTORS, THERE-IS ONLY 1 SLATE
AVAILABLE TO BE FILLED AT THE MEETING. THE STANDING
INSTRUCTI-ONS FOR THIS MEETING WILL BE DISABLED
AND, IF YOU CHOOSE, YOU ARE REQUIRED TO-VOTE FOR
ONLY 1 SLATE OF THE 3 SLATES OF DIRECTORS. THANK
YOU
O.2.1 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shareholder Against For
The candidate slate for the Board of Directors presented by
Groupe Lactalis SA, holding 33,840,033 odinary shares of
Parmalat S.p.A are the following: Antonio Sala, Marco Reboa,
Francesco Gatti, Francesco Tato, Daniel Jaouen, Marco Jesi,
Olivier Savary, Riccardo Zingales and Ferdinando Grimaldi
Gualtieri
O.2.2 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shareholder
The candidate slate for the Board of Directors presented
by Mackenzie Financial corporation, holding 135,972,662
ordinary shares, Skagen As, holding 95,375,464 ordinary
shares and Zenit Asset management holding 34,396,826
ordinary shares of Parmalat S.p.A are the following: Rainer
Masera, Massimo Rossi, Enrico Salza, Peter Harf, Gerardus
Wenceslaus Ignatius Maria van Kesteren, Johannees Gerardus
Maria Priem, Dario Trevisan, Marco Pinciroli, Marco Rigotti,
Francesco Daveri and Valter Lazzari
O.2.3 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shareholder
Group of Minority shareholders: Aletti Gestierre SGR
S.p.A, Anima SGR S.p.A, APG Algemene Pensioen Groep NV, Arca
SGR S.p.A, Bancoposta Fondi SGR, BNP Paribas Investment
partners SGR S.p.A, Eurizon Capital SGR S.p.A, Fideuram
gestions S.p.A, Governance for Owners LLP, Interfund Sicav,
Mediolanum Gestione fondi SGR and Pioneer investment
management SGRpa: The candidate slate for the Board of
Directors presented by Group of Minority shareholders
holding 39,647,014 ordinary shares of Parmalat S.p.A are the
following: Gatetano Mele, Nigel Cooper and Paolo Dal Pino
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 3 SLATES TO Non-Voting
BE ELECTED AS AUDITORS, THERE-IS ONLY 1 VACANCY
AVAILABLE TO BE FILLED AT THE MEETING. THE STANDING
INSTRUCT-IONS FOR THIS MEETING WILL BE DISABLED
AND, IF YOU CHOOSE, YOU ARE REQUIRED TO-VOTE FOR
ONLY 1 OF THE 3 SLATES. THANK YOU.
O.3.1 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shareholder Against For
The candidate slate for the Internal Auditors presented by
Groupe Lactalis SA, holding 33,840,033 odinary shares of
Parmalat S.p.A are the following: Alfredo Malguzzi (Effective
auditor), Roberto Cravero (Effective auditor), Massimilano
Nova (Effective auditor), Andrea Lionzo (alternate auditor)
and Enrico Cossa (alternate auditor)
O.3.2 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shareholder Against For
The candidate slate for the Internal Auditors presented by
Mackenzie Financial corporation, holding 135,972,662
ordinary shares, Skagen As, holding 95,375,464 ordinary
shares and Zenit Asset management holding 34,396,826 ordinary
shares of Parmalat S.p.A are the following: Giorgio Picone
(Effective auditor), Paolo Alinovi (Effective auditor),
Angelo Anedda (Effective auditor), Andrea Foschi (alternate
auditor) and Cristian Tundo (alternate auditor)
O.3.3 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shareholder Against For
The candidate slates for the Internal Auditors presented by
Group of Minority shareholders holding 39,647,014 ordinary
shares of Parmalat S.p.A are the following: Mario Stella
Richter (Effective auditor) and Michele Rutigliano
(alternate auditor)
E.1 Proposal to issue ordinary shares, free of payment, for Management For For
maximum EUR 90,019,822 by using the allocation to issue new
shares upon partial amendment of the capital increase
resolution approved by the extraordinary shareholders meeting
held on 01-Mar-05. To modify art. 5 (Stock capital) of the
Bylaw a part from stock capital's nominal value approved by
the shareholders meeting held on 01-Mar-05. Resolution
related thereto
E.2 Proposal to modify art. 8 (Shareholders Meeting), 9 (Proxy Management For For
Voting) and 23 (Audit) of the Bylaw and amendment of the
audit paragraph's title. Resolution related thereto
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 74
PIER 1 IMPORTS, INC.
SECURITY 720279108 MEETING TYPE Annual
TICKER SYMBOL PIR MEETING DATE 28-Jun-2011
ISIN US7202791080 AGENDA 933452740 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
1A ELECTION OF DIRECTOR: CLAIRE H. BABROWSKI Management For For
1B ELECTION OF DIRECTOR: JOHN H. BURGOYNE Management For For
1C ELECTION OF DIRECTOR: HAMISH A. DODDS Management For For
1D ELECTION OF DIRECTOR: MICHAEL R. FERRARI Management For For
1E ELECTION OF DIRECTOR: BRENDAN L. HOFFMAN Management For For
1F ELECTION OF DIRECTOR: TERRY E. LONDON Management For For
1G ELECTION OF DIRECTOR: ALEXANDER W. SMITH Management For For
1H ELECTION OF DIRECTOR: CECE SMITH Management For For
02 APPROVAL OF MATERIAL TERMS OF PERFORMANCE Management For For
GOALS UNDER THE 2006 STOCK INCENTIVE PLAN FOR PURPOSES OF
COMPENSATION DEDUCTIBILITY UNDER SECTION 162(M) OF THE
INTERNAL REVENUE CODE.
03 NON-BINDING, ADVISORY VOTE APPROVING THE Management Abstain Against
COMPENSATION OF PIER 1 IMPORTS' NAMED EXECUTIVE
OFFICERS.
04 NON-BINDING, ADVISORY VOTE REGARDING THE Management Abstain Against
FREQUENCY OF FUTURE VOTING ON THE COMPENSATION
OF NAMED EXECUTIVE OFFICERS.
05 RATIFY AUDIT COMMITTEE'S APPROVAL TO ENGAGE Management For For
ERNST & YOUNG LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL 2012.
VECTOR AEROSPACE CORPORATION
SECURITY 921950101 MEETING TYPE Annual
TICKER SYMBOL VCAOF MEETING DATE 28-Jun-2011
ISIN CA9219501017 AGENDA 933474443 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 DIRECTOR Management
1 GORDON CUMMINGS For For
2 ROBERT J. DELUCE For For
3 BARRY ECCLESTON For For
4 F. ROBERT HEWETT For For
5 DONALD K. JACKSON For For
6 DECLAN O'SHEA For For
7 STEPHEN K. PLUMMER For For
8 KENNETH C. ROWE For For
9 COLIN D. WATSON For For
02 IN RESPECT OF THE REAPPOINTMENT OF ERNST & YOUNG Management For For
LLP AS AUDITORS OF THE CORPORATION FOR THE
ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX
THEIR REMUNERATION.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
Gabelli Enterprise Mergers and Acquisitions Fund 75
ALEO SOLAR AG, OLDENBURG
SECURITY D03137102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2011
ISIN DE000A0JM634 AGENDA 703096479 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC Non-Voting
CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC
ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR
VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING
RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT
COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS
NOTIFICATIONS PURSUANT-TO THE GERMAN SECURITIES TRADING
ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF
YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT
YOUR VOTE AS USUAL. THANK YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
14.06.2011. FURTHER INFORMATION ON COUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE
(PLEASE REFER TO-THE MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO
REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT-
THE COMPANY'S MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT ON-PROXYEDGE.
1. Presentation of the financial statements of Aleo Solar AG 31 Non-Voting
December 2010, the approved consolidated financial
statements 31 December 2010, the annual report for Aleo
Solar AG and the group including the explanatory report of
the executive board. To the information under 289 para 4
and para 5, 315 section 4 an-d the report of the supervisory
board
2. Resolution on the appropriation of retained earnings of Aleo Management For For
Solar AG
3. Resolution on the discharge of the members of the board Management For For
4. Resolution on the approval of the supervisory board Management For For
5. Appointment of auditors for the 2011 financial year: Management For For
PricewaterhouseCoopers AG
For German registered shares, the shares have to be Non-Voting
registered within the company's shareholder book.
Depending on the processing of the local sub custodian-if
a client wishes to withdraw its voting instruction due to
intentions to trade/lend their stock, a Take No Action vote
must be received by the vote deadline as displayed on
ProxyEdge to facilitate de-registration of shares from
the-company's shareholder book. Please contact your client
services representative if you require further information.
Thank you.
LAWSON SOFTWARE, INC.
SECURITY 52078P102 MEETING TYPE Special
TICKER SYMBOL LWSN MEETING DATE 29-Jun-2011
ISIN US52078P1021 AGENDA 933475142 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
01 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT Management For For
THE AGREEMENT AND PLAN OF MERGER, DATED AS OF
APRIL 26, 2011, BY AND AMONG LAWSON SOFTWARE, INC.,
OR LAWSON, GGC SOFTWARE HOLDINGS, INC., OR
PARENT, AND ATLANTIS MERGER SUB, INC., A WHOLLY
OWNED SUBSIDIARY OF PARENT, AS IT MAY BE AMENDED
FROM TIME TO TIME.
02 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADJOURN Management For For
THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
TO ALLOW FOR THE SOLICITATION OF ADDITIONAL PROXIES IN
FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE
ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT.
03 TO APPROVE, BY NON-BINDING, ADVISORY VOTE, CERTAIN Management Abstain Against
COMPENSATION ARRANGEMENTS FOR LAWSON'S NAMED
EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.
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 Gabelli 787 Fund, Inc.
By (Signature and Title)* /s/ Bruce N. Alpert
---------------------------------------------------
Bruce N. Alpert, Principal Executive Officer
Date August 10, 2011
* Print the name and title of each signing officer under his or her signature.