UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-05848
The Gabelli Value Fund Inc.
------------------------ -------------------------
(Exact name of registrant as specified in charter)
One Corporate Center
Rye, New York 10580-1422
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(Address of principal executive offices) (Zip code)
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422
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(Name and address of agent for service)
Registrant's telephone number, including area code: 1-800-422-3554
Date of fiscal year end: December 31
Date of reporting period: July 1, 2010 - June 30, 2011_
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 Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 1
The Gabelli Value Fund Inc.
INVESTMENT COMPANY REPORT
CHINA YUCHAI INTERNATIONAL LIMITED
SECURITY G21082105 MEETING TYPE Annual
TICKER SYMBOL CYD MEETING DATE 02-Jul-2010
ISIN BMG210821051 AGENDA 933290481 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 TO RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS AND Management For For
INDEPENDENT AUDITORS' REPORT FOR THE FINANCIAL YEAR ENDED
DECEMBER 31, 2009.
02 TO APPROVE AN INCREASE IN THE LIMIT OF THE DIRECTORS' FEES AS SET Management For For
OUT IN BYE-LAW 10(11) OF THE BYE-LAWS OF THE COMPANY FROM
US$250,000 TO US$510,959 FOR THE FINANCIAL YEAR 2009
(DIRECTORS' FEES PAID FOR FY 2008; US$574,658).
03 DIRECTOR Management
1 MR. KWEK LENG PECK* For For
2 MR. TEO TONG KOOI* For For
3 MR. SAW BOO GUAN* For For
4 MR. GAN KHAI CHOON* For For
5 MR. TAN AIK-LEANG* For For
6 MR. NEO POH KIAT* For For
7 MR. MATTHEW RICHARDS* For For
8 MR. ZHANG SHI YONG* For For
9 MR. TAN ENG KWEE **$ For For
10 MR. CHING YEW CHYE**$ For For
11 MR. HAN YI YONG**@ For For
05 TO RE-APPOINT MESSRS ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF Management For For
THE COMPANY AND TO AUTHORISE THE AUDIT COMMITTEE TO FIX THEIR
REMUNERATION.
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
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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 OUR INDEPENDENT Management For For
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010.
03 STOCKHOLDER PROPOSAL RELATING TO THE REDEMPTION OF THE PREFERRED Shareholder For Against
SHARE PURCHASE RIGHTS ISSUED PURSUANT TO OUR RIGHTS AGREEMENT
DATED SEPTEMBER 17, 2008, AS AMENDED.
CONSTELLATION BRANDS, INC.
SECURITY 21036P108 MEETING TYPE Annual
TICKER SYMBOL STZ MEETING DATE 22-Jul-2010
ISIN US21036P1084 AGENDA 933300319 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 JERRY FOWDEN For For
2 BARRY A. FROMBERG For For
3 JEANANNE K. HAUSWALD For For
4 JAMES A. LOCKE III For For
5 RICHARD SANDS For For
6 ROBERT SANDS For For
7 PAUL L. SMITH For For
8 MARK ZUPAN For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING FEBRUARY 28, 2011.
REMY COINTREAU SA, COGNAC
SECURITY F7725A100 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 27-Jul-2010
ISIN FR0000130395 AGENDA 702528069 - Management
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 2
The Gabelli Value Fund Inc.
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID Non-Voting
VOTE OPTIONS Non-Voting ARE "FOR"-AND "AGAINST" A VOTE
OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, sign and forward the Non-Voting
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
O.1 Approve the financial statements for the FY 2009/2010 Management For For
O.2 Approve the consolidated financial statements for the FY 2009/2010 Management For For
O.3 Approve the allocation of income and setting of the dividend Management For For
O.4 Approve the option for the payment of dividend in shares Management For For
O.5 Approve the agreements pursuant to Article L.225-38 of the Management For For
Commercial Code
O.6 Grant discharge of duties to the Board members Management For For
O.7 Approve the renewal of Mr. Marc Heriard Dubreuil's term as Board Management For For
member
O.8 Approve the renewal of Mr. Timothy Jones' term as Board member Management For For
O.9 Approve the renewal of Mr. Jean Burelle's term as Board member Management For For
O.10 Appointment of Mr. Didier Alix as a Board member Management For For
O.11 Approve to determine the attendance allowances Management For For
O.12 Authorize the Board of Directors to purchase or sell shares of Management For For
the Company under the provisions of Articles L.225-209 and seq.
of the Commercial Code
O.13 Grant powers for the formalities Management For For
E.14 Authorize the Board of Directors to reduce the share capital by Management For For
cancellation of treasury shares of the Company
E.15 Authorize the Board of Directors to decide on the share capital Management For For
increase by issuing, with preferential subscription rights of the
shareholders, shares of the Company and/or securities giving
access to the capital of the Company and/or to issuance of
securities entitling to allotment of debt securities
E.16 Authorize the Board of Directors to decide on the share capital Management For For
increase by issuing, with cancellation of preferential
subscription rights of the shareholders, shares of the Company
and/or securities giving access to the capital of the Company
and/or to issuance of securities entitling to allotment of debt
securities, by public offer
E.17 Authorize the Board of Directors to decide on the share capital Management For For
increase by issuing, with cancellation of preferential
subscription rights of the shareholders, shares of the Company
and/or securities giving access to the capital of the Company
and/or to issuance of securities entitling to allotment of debt
securities, by an offer pursuant to Article L.411-2, II of the
Monetary and Financial Code
E.18 Authorize the Board of Directors to set the issue price of the Management For For
issuable securities under the sixteenth and seventeenth
resolutions, with cancellation of preferential subscription
rights of the shareholders, within the limit of 10% of the
capital annually
E.19 Authorize the Board of Directors to increase the number of Management For For
issuable securities in the event of issuance with or without
preferential subscription rights of the shareholders
E.20 Authorize the Board of Directors to allocate options to subscribe Management For For
for or purchase shares
E.21 Authorize the Board of Directors to increase the share capital by Management For For
issuing shares reserved for members of a Company savings plan
E.22 Authorize to reduce the share capital Management For For
E.23 Authorize the Board of Directors in case of public offer Management For For
involving the stocks of the Company
E.24 Authorize the Board of Directors to allocate the expenses due to Management For For
the capital increases concluded on the premiums pertaining to
these transactions
E.25 Amend the third resolution of Article 8.2 of the Statutes Management For For
relating to the thresholds crossing, consequential to the changes
in legislation and regulation
E.26 Grant powers for the formalities Management For For
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS Non-Voting
AVAILABLE BY-CLICKING ON THE MATERIAL URL
LINK:-https://balo.journal-
officiel.gouv.fr/pdf/2010/0618/201006181003568.pdf
LEGG MASON, INC.
SECURITY 524901105 MEETING TYPE Annual
TICKER SYMBOL LM MEETING DATE 27-Jul-2010
ISIN US5249011058 AGENDA 933305535 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 JOHN T. CAHILL** For For
2 DENNIS R. BERESFORD* For For
3 NELSON PELTZ* For For
4 W. ALLEN REED* For For
5 NICHOLAS J. ST. GEORGE* For For
02 AMENDMENT TO THE LEGG MASON, INC. EXECUTIVE INCENTIVE Management For For
COMPENSATION PLAN.
03 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
04 STOCKHOLDER PROPOSAL REGARDING THE EXECUTIVE INCENTIVE Shareholder Against For
COMPENSATION PLAN.
05 STOCKHOLDER PROPOSAL REGARDING INDEPENDENT CHAIRMAN. Shareholder Against For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 3
The Gabelli Value Fund Inc.
TIVO INC.
SECURITY 888706108 MEETING TYPE Annual
TICKER SYMBOL TIVO MEETING DATE 04-Aug-2010
ISIN US8887061088 AGENDA 933304987 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 JEFFREY T. HINSON For For
2 WILLIAM CELLA For For
02 TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
JANUARY 31, 2011.
03 TO APPROVE AN AMENDMENT TO THE AMENDED & RESTATED 2008 EQUITY Management Against Against
INCENTIVE AWARD PLAN TO RESERVE AN ADDITIONAL 5,000,000 SHARES OF
OUR COMMON STOCK FOR ISSUANCE.
H.J. HEINZ COMPANY
SECURITY 423074103 MEETING TYPE Annual
TICKER SYMBOL HNZ MEETING DATE 31-Aug-2010
ISIN US4230741039 AGENDA 933309165 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: W.R. JOHNSON Management For For
1B ELECTION OF DIRECTOR: C.E. BUNCH Management For For
1C ELECTION OF DIRECTOR: L.S. COLEMAN, JR. Management For For
1D ELECTION OF DIRECTOR: J.G. DROSDICK Management For For
1E ELECTION OF DIRECTOR: E.E. HOLIDAY Management For For
1F ELECTION OF DIRECTOR: C. KENDLE Management For For
1G ELECTION OF DIRECTOR: D.R. O'HARE Management For For
1H ELECTION OF DIRECTOR: N. PELTZ Management For For
1I ELECTION OF DIRECTOR: D.H. REILLEY Management For For
1J ELECTION OF DIRECTOR: L.C. SWANN Management For For
1K ELECTION OF DIRECTOR: T.J. USHER Management For For
1L ELECTION OF DIRECTOR: M.F. WEINSTEIN Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Management For For
03 SHAREHOLDER PROPOSAL REQUESTING THE RIGHT TO SHAREHOLDER ACTION Shareholder Against For
BY WRITTEN CONSENT
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, DATED AS OF JULY 11, Management For For
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 PRICEWATERHOUSECOOPERS LLP AS Management For For
MICRUS'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
2011 FISCAL YEAR.
04 TO APPROVE THE ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES FOR THE ADOPTION OF
THE MERGER AGREEMENT.
KINROSS GOLD CORPORATION
SECURITY 496902404 MEETING TYPE Special
TICKER SYMBOL KGC MEETING DATE 15-Sep-2010
ISIN CA4969024047 AGENDA 933321781 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 WITHOUT LIMITING THE GENERAL POWERS HEREBY CONFERRED, YOU HEREBY Management For For
DIRECT YOUR PROXYHOLDER TO VOTE YOUR KINROSS COMMON SHARES
REPRESENTED BY THIS VOTING INSTRUCTION FORM IN RESPECT
OF THE ORDINARY RESOLUTION SET OUT IN SCHEDULE A TO THE
INFORMATION CIRCULAR OF KINROSS DATED AUGUST 16, 2010.
MASTERCARD INCORPORATED
SECURITY 57636Q104 MEETING TYPE Annual
TICKER SYMBOL MA MEETING DATE 21-Sep-2010
ISIN US57636Q1040 AGENDA 933315586 - Management
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 4
The Gabelli Value Fund Inc.
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A AMEND AND RESTATE THE COMPANY'S CURRENT
CERTIFICATE OF Management For For INCORPORATION TO
DECLASSIFY THE BOARD OF DIRECTORS IN PHASES AND EFFECT RELATED
CHANGES IN DIRECTOR VACANCY AND REMOVAL PROCEDURES.
1B AMEND AND RESTATE THE COMPANY'S CURRENT CERTIFICATE OF Management For For
INCORPORATION TO ELIMINATE A SUPERMAJORITY VOTING REQUIREMENT FOR
AMENDING THE COMPANY'S CERTIFICATE OF INCORPORATION.
1C AMEND AND RESTATE THE COMPANY'S CURRENT CERTIFICATE OF Management For For
INCORPORATION TO REVISE REQUIREMENTS APPLICABLE TO THE
COMPOSITION OF THE BOARD OF DIRECTORS.
1D AMEND AND RESTATE THE COMPANY'S CURRENT CERTIFICATE OF Management For For
INCORPORATION TO REVISE REQUIREMENTS APPLICABLE TO THE OWNERSHIP
OF THE COMPANY'S STOCK AND DELETE RELATED OBSOLETE PROVISIONS.
02 APPROVAL OF THE ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY Management For For
OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES TO APPROVE EACH OF THE PROPOSALS
COMPRISING PROPOSAL 1 AT THE TIME OF THE ANNUAL
MEETING.
03 DIRECTOR Management
1 NANCY J. KARCH For For
2 J.O. REYES LAGUNES For For
3 EDWARD SUNING TIAN For For
4 SILVIO BARZI For For
04 RE-APPROVAL OF THE COMPANY'S SENIOR EXECUTIVE ANNUAL INCENTIVE Management For For
COMPENSATION PLAN.
05 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY
FOR 2010.
VIASAT, INC.
SECURITY 92552V100 MEETING TYPE Annual
TICKER SYMBOL VSAT MEETING DATE 22-Sep-2010
ISIN US92552V1008 AGENDA 933318873 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1 DIRECTOR Management
1 B. ALLEN LAY For For
2 JEFFREY M. NASH For For
2 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
VIASAT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
3 APPROVAL OF AMENDMENT TO THE 1996 EQUITY PARTICIPATION PLAN Management Against Against
DEL MONTE FOODS COMPANY
SECURITY 24522P103 MEETING TYPE Annual
TICKER SYMBOL DLM MEETING DATE 23-Sep-2010
ISIN US24522P1030 AGENDA 933320525 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A TO ELECT VICTOR L. LUND AS DIRECTOR TO HOLD OFFICE FOR ONE YEAR Management For For
TERM.
1B TO ELECT JOE L. MORGAN AS DIRECTOR TO HOLD OFFICE FOR ONE YEAR Management For For
TERM.
1C TO ELECT DAVID R. WILLIAMS AS DIRECTOR TO HOLD OFFICE FOR ONE Management For For
YEAR TERM.
02 TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE DEL MONTE FOODS Management For For
COMPANY CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY
VOTING PROVISIONS.
03 TO RATIFY THE APPOINTMENT OF KPMG LLP AS DEL MONTE FOODS Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS
FISCAL YEAR ENDING MAY 1, 2011.
GERBER SCIENTIFIC, INC.
SECURITY 373730100 MEETING TYPE Annual
TICKER SYMBOL GRB MEETING DATE 23-Sep-2010
ISIN US3737301008 AGENDA 933321856 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 DONALD P. AIKEN For For
2 MARC T. GILES For For
3 EDWARD G. JEPSEN For For
4 RANDALL D. LEDFORD For For
5 JOHN R. LORD For For
6 JAMES A. MITAROTONDA For For
7 JAVIER PEREZ For For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 5
The Gabelli Value Fund Inc.
8 CAROLE F. ST. MARK For For
9 W. JERRY VEREEN. For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Management For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE 2011 FISCAL YEAR.
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 AGREEMENT AND PLAN OF Management For For
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 SPECIAL MEETING, Management For For
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.
H&R BLOCK, INC.
SECURITY 093671105 MEETING TYPE Annual
TICKER SYMBOL HRB MEETING DATE 30-Sep-2010
ISIN US0936711052 AGENDA 933319065 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: ALAN M. BENNETT Management For For
1B ELECTION OF DIRECTOR: RICHARD C. BREEDEN Management For For
1C ELECTION OF DIRECTOR: WILLIAM C. COBB Management For For
1D ELECTION OF DIRECTOR: ROBERT A. GERARD Management For For
1E ELECTION OF DIRECTOR: LEN J. LAUER Management For For
1F ELECTION OF DIRECTOR: DAVID B. LEWIS Management For For
1G ELECTION OF DIRECTOR: BRUCE C. ROHDE Management For For
1H ELECTION OF DIRECTOR: TOM D. SEIP Management For For
1I ELECTION OF DIRECTOR: L. EDWARD SHAW, JR. Management For For
1J ELECTION OF DIRECTOR: CHRISTIANNA WOOD Management For For
02 THE APPROVAL OF AN ADVISORY PROPOSAL ON THE COMPANY'S EXECUTIVE Management For For
PAY-FOR-PERFORMANCE COMPENSATION POLICIES AND PROCEDURES.
03 THE APPROVAL OF AN AMENDMENT TO THE 2003 LONG- TERM EXECUTIVE Management For For
COMPENSATION PLAN TO INCREASE THE AGGREGATE NUMBER OF SHARES OF
COMMON STOCK ISSUABLE UNDER THE PLAN BY 10,000,000
SHARES (FROM 14,000,000 SHARES TO 24,000,000 SHARES).
04 THE APPROVAL OF THE MATERIAL TERMS OF PERFORMANCE GOALS UNDER THE Management For For
EXECUTIVE PERFORMANCE PLAN.
05 A SHAREHOLDER PROPOSAL TO ADOPT A SIMPLE MAJORITY VOTING STANDARD. Management For For
06 THE APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND Management For For
RESTATED ARTICLES OF INCORPORATION TO REDUCE THE
SUPERMAJORITY VOTING REQUIREMENT TO CALL A SPECIAL
MEETING OF THE COMPANY'S SHAREHOLDERS.
07 THE APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND Management For For
RESTATED ARTICLES OF INCORPORATION TO REDUCE THE SUPERMAJORITY
VOTING REQUIREMENT RELATED TO THE REMOVAL OF DIRECTORS.
08 THE APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND Management For For
RESTATED ARTICLES OF INCORPORATION TO REDUCE THE SUPERMAJORITY
VOTING REQUIREMENT RELATED TO AMENDMENTS TO THE COMPANY'S
ARTICLES OF INCORPORATION AND BYLAWS.
09 THE APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND Management For For
RESTATED ARTICLES OF INCORPORATION TO REDUCE THE SUPERMAJORITY
VOTING REQUIREMENT REGARDING THE RELATED PERSON TRANSACTION
PROVISION.
10 THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING
APRIL 30, 2011.
THE MOSAIC COMPANY
SECURITY 61945A107 MEETING TYPE Annual
TICKER SYMBOL MOS MEETING DATE 07-Oct-2010
ISIN US61945A1079 AGENDA 933322389 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 WILLIAM R. GRABER For For
2 EMERY N. KOENIG For For
3 SERGIO RIAL For For
4 DAVID T. SEATON For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MAY
31, 2011.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 6
The Gabelli Value Fund Inc.
DIAGEO PLC
SECURITY 25243Q205 MEETING TYPE Annual
TICKER SYMBOL DEO MEETING DATE 14-Oct-2010
ISIN US25243Q2057 AGENDA 933329321 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ----- -----------
01 REPORT AND ACCOUNTS 2010. Management For For
02 DIRECTORS' REMUNERATION REPORT 2010. Management For For
03 DECLARATION OF FINAL DIVIDEND. Management For For
04 RE-ELECTION OF PB BRUZELIUS AS A DIRECTOR. (AUDIT, NOMINATION & Management For For
REMUNERATION COMMITTEE)
05 RE-ELECTION OF LM DANON AS A DIRECTOR. (AUDIT, NOMINATION & Management For For
REMUNERATION COMMITTEE)
06 RE-ELECTION OF BD HOLDEN AS A DIRECTOR. (AUDIT, NOMINATION & Management For For
REMUNERATION COMMITTEE)
07 RE-ELECTION OF LORD HOLLICK AS A DIRECTOR. (AUDIT, NOMINATION & Management For For
REMUNERATION (CHAIRMAN OF THE COMMITTEE) COMMITTEE)
08 RE-ELECTION OF DR FB HUMER AS A DIRECTOR. (CHAIRMAN OF THE Management For For
NOMINATION COMMITTEE)
09 RE-ELECTION OF PG SCOTT AS A DIRECTOR. (AUDIT (CHAIRMAN OF THE Management For For
COMMITTEE), NOMINATION & REMUNERATION COMMITTEE)
10 RE-ELECTION OF HT STITZER AS A DIRECTOR. (AUDIT, NOMINATION & Management For For
REMUNERATION COMMITTEE)
11 RE-ELECTION OF PA WALKER AS A DIRECTOR. (AUDIT, NOMINATION & Management For For
REMUNERATION COMMITTEE)
12 RE-ELECTION OF PS WALSH AS A DIRECTOR. (CHAIRMAN OF THE EXECUTIVE Management For For
COMMITTEE)
13 ELECTION OF LORD DAVIES AS A DIRECTOR. (AUDIT, NOMINATION & Management For For
REMUNERATION COMMITTEE)
14 ELECTION OF DA MAHLAN AS A DIRECTOR. (EXECUTIVE COMMITTEE) Management For For
15 RE-APPOINTMENT OF AUDITOR. Management For For
16 REMUNERATION OF AUDITOR. Management For For
17 AUTHORITY TO ALLOT SHARES. Management For For
18 DISAPPLICATION OF PRE-EMPTION RIGHTS. Management For For
19 AUTHORITY TO PURCHASE OWN ORDINARY SHARES. Management For For
20 AUTHORITY TO MAKE POLITICAL DONATIONS AND/OR TO INCUR POLITICAL Management For For
EXPENDITURE IN THE EU.
21 AMENDMENT OF THE DIAGEO PLC 2001 SHARE INCENTIVE PLAN. Management For For
22 ADOPTION OF THE DIAGEO PLC 2010 SHARESAVE PLAN. Management For For
23 AUTHORITY TO ESTABLISH INTERNATIONAL SHARE PLANS. Management For For
24 REDUCED NOTICE OF A GENERAL MEETING OTHER THAN AN ANNUAL GENERAL Management For For
MEETING.
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 MERGER, DATED AS Management For For
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 MIRANT SPECIAL Management For For
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 PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2011.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 7
The Gabelli Value Fund Inc.
MEREDITH CORPORATION
SECURITY 589433101 MEETING TYPE Annual
TICKER SYMBOL MDP MEETING DATE 03-Nov-2010
ISIN US5894331017 AGENDA 933331542 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ----- -----------
1 DIRECTOR Management
1 MARY SUE COLEMAN For For
2 D MELL MEREDITH FRAZIER For For
3 JOEL W. JOHNSON For For
4 STEPHEN M. LACY For For
2 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING
JUNE 30, 2011.
ARCHER-DANIELS-MIDLAND COMPANY
SECURITY 039483102 MEETING TYPE Annual
TICKER SYMBOL ADM MEETING DATE 04-Nov-2010
ISIN US0394831020 AGENDA 933332998 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ----- -----------
1A ELECTION OF DIRECTOR: G.W. BUCKLEY Management For For
1B ELECTION OF DIRECTOR: M.H. CARTER Management For For
1C ELECTION OF DIRECTOR: P. DUFOUR Management For For
1D ELECTION OF DIRECTOR: D.E. FELSINGER Management For For
1E ELECTION OF DIRECTOR: V.F. HAYNES Management For For
1F ELECTION OF DIRECTOR: A. MACIEL Management For For
1G ELECTION OF DIRECTOR: P.J. MOORE Management For For
1H ELECTION OF DIRECTOR: T.F. O'NEILL Management For For
1I ELECTION OF DIRECTOR: K.R. WESTBROOK Management For For
1J ELECTION OF DIRECTOR: P.A. WOERTZ Management For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
ACCOUNTANTS FOR THE FISCAL YEAR ENDING JUNE 30, 2011.
03 ADOPT STOCKHOLDER'S PROPOSAL REGARDING POLITICAL CONTRIBUTIONS. Shareholder Against For
04 ADOPT STOCKHOLDER'S PROPOSAL REGARDING REPORT ON POLITICAL Shareholder Against For
CONTRIBUTIONS.
PERNOD-RICARD, PARIS
SECURITY F72027109 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 10-Nov-2010
ISIN FR0000120693 AGENDA 702630179 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ----- -----------
French Resident Shareowners must complete, sign and forward the Non-Voting
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.
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS
Non-Voting ARE "FOR" AN-D "AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE. PLEASE NOTE THAT IMPORTANT
ADDITIONAL MEETING INFORMATION IS Non-Voting AVAILABLE BY
CLIC-KING ON THE MATERIAL URL LINK:
https://balo.journal-
officiel.gouv.fr/pdf/2010/-0920/201009201005328.pdf AND
https://balo.journal-officiel.gouv.fr/pdf/2010/10-
20/201010201005592.pdf
O.1 Approval of the Parent Company financial statements for the Management For For
financial year ended 30 JUN 2010
O.2 Approval of the consolidated financial statements for the Management For For
financial year ended 30 JUN 2010
O.3 Allocation of the net result for the financial year ended 30 JUN Management For For
2010 and setting of the dividend
O.4 Approval of regulated agreements referred to in Article L. 225-38 Management For For
et seq. of the French Commercial Code
O.5 Renewal of the Directorship of Mr. Francois Gerard Management For For
O.6 Appointment of Ms. Susan Murray as a Director Management For For
O.7 Renew appointment of Mazars as Auditor Management For For
O.8 Renew appointment of Patrick de Cambourg as Alternate Auditor Management For For
O.9 Setting of the annual amount of Directors' fees allocated to Management For For
members of the Board of Directors
O.10 Authorization to be granted to the Board of Directors to trade in Management For For
the Company's shares
E.11 Delegation of authority to be granted to the Board of Directors Management For For
to decide on an allocation of performance-related shares to
Employees of the Company and to Employees and Corporate Officers
of the Companies of the Group
E.12 Delegation of authority to be granted to the Board of Directors Management Against Against
to issue share warrants in the event of a public offer on the
Company's shares
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 8
The Gabelli Value Fund Inc.
E.13 Delegation of authority to be granted to the Board of Directors Management For For
to decide on share capital increases through the issue of shares
or securities granting access to the share capital, reserved for
members of saving plans with cancellation of preferential
subscription rights in favour of the members of such saving plans
E.14 Amendment of the Company bylaws relating to the right of the Management For For
Board of Directors to appoint censors
E.15 Amendment of the Company bylaws relating to the terms and Management For For
conditions applicable to the attendance and vote at the General
Shareholders' Meeting
E.16 Powers to carry out the necessary legal formalities Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF NAMES IN Non-Voting
RESOLUTIONS 7 A-ND 8 AND RECEIPT OF ADDITIONAL LINK. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, P-LEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL I- NSTRUCTIONS. THANK
YOU.
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, DATED AS OF AUGUST 16, Management For For
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 ADDITIONAL PROXIES IF Management For For
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.
MICROSOFT CORPORATION
SECURITY 594918104 MEETING TYPE Annual
TICKER SYMBOL MSFT MEETING DATE 16-Nov-2010
ISIN US5949181045 AGENDA 933331011 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ----- -----------
01 ELECTION OF DIRECTOR: STEVEN A. BALLMER Management For For
02 ELECTION OF DIRECTOR: DINA DUBLON Management For For
03 ELECTION OF DIRECTOR: WILLIAM H. GATES III Management For For
04 ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN Management For For
05 ELECTION OF DIRECTOR: REED HASTINGS Management For For
06 ELECTION OF DIRECTOR: MARIA M. KLAWE Management For For
07 ELECTION OF DIRECTOR: DAVID F. MARQUARDT Management For For
08 ELECTION OF DIRECTOR: CHARLES H. NOSKI Management For For
09 ELECTION OF DIRECTOR: HELMUT PANKE Management For For
10 RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE Management For For
COMPANY'S INDEPENDENT AUDITOR
11 SHAREHOLDER PROPOSAL - ESTABLISHMENT OF BOARD COMMITTEE ON Shareholder Against For
ENVIRONMENTAL SUSTAINABILITY
BROADRIDGE FINANCIAL SOLUTIONS, INC.
SECURITY 11133T103 MEETING TYPE Annual
TICKER SYMBOL BR MEETING DATE 17-Nov-2010
ISIN US11133T1034 AGENDA 933335499 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ----- -----------
1A ELECTION OF DIRECTOR: LESLIE A. BRUN Management For For
1B ELECTION OF DIRECTOR: RICHARD J. DALY Management For For
1C ELECTION OF DIRECTOR: ROBERT N. DUELKS Management For For
1D ELECTION OF DIRECTOR: RICHARD J. HAVILAND Management For For
1E ELECTION OF DIRECTOR: SANDRA S. JAFFEE Management For For
1F ELECTION OF DIRECTOR: ALEXANDRA LEBENTHAL Management For For
1G ELECTION OF DIRECTOR: STUART R. LEVINE Management For For
1H ELECTION OF DIRECTOR: THOMAS J. PERNA Management For For
1I ELECTION OF DIRECTOR: ALAN J. WEBER Management For For
1J ELECTION OF DIRECTOR: ARTHUR F. WEINBACH Management For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR
ENDING JUNE 30, 2011.
03 TO APPROVE AN AMENDMENT OF THE 2007 OMNIBUS AWARD PLAN. Management Against Against
ALIBABA COM LTD
SECURITY G01717100 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 10-Dec-2010
ISIN KYG017171003 AGENDA 702714925 - Management
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 9
The Gabelli Value Fund Inc.
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ----- -----------
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON Non-Voting
THE URL LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/20101123/LTN2
0101123577.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN
FAVOR' OR Non-Voting 'AGAINST'-ONLY FOR RESOLUTIONS "1
TO 4 ". THANK YOU.
1 To approve and adopt the proposed amendments to the share option Management For For
scheme of the Company and authorize the Board of Directors of the
Company to take actions to give effect to the amendments
2 To approve and adopt the proposed amendments to the restricted Management For For
share unit scheme of the Company and authorize the Board of
Directors of the Company to take actions to give effect to the
amendments
3 To approve the refreshment of the limit on the number of shares Management For For
in respect of which options may be granted under the share option
scheme of the Company or that may be the subject of restricted
share units granted under the restricted share unit scheme of the
Company to 156,000,000 shares of the Company
4 To replace the existing mandate to the Directors of the Company Management For For
to allot, issue and deal with shares under the restricted share
unit scheme of the Company up to an aggregate number of
156,000,000 shares of the Company
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 MERGER, BY AND Management For For
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 LATER DATE OR Management For For
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.
WALGREEN CO.
SECURITY 931422109 MEETING TYPE Annual
TICKER SYMBOL WAG MEETING DATE 12-Jan-2011
ISIN US9314221097 AGENDA 933353447 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ----- -----------
1A ELECTION OF DIRECTOR: DAVID J. BRAILER Management For For
1B ELECTION OF DIRECTOR: STEVEN A. DAVIS Management For For
1C ELECTION OF DIRECTOR: WILLIAM C. FOOTE Management For For
1D ELECTION OF DIRECTOR: MARK P. FRISSORA Management For For
1E ELECTION OF DIRECTOR: GINGER L. GRAHAM Management For For
1F ELECTION OF DIRECTOR: ALAN G. MCNALLY Management For For
1G ELECTION OF DIRECTOR: NANCY M. SCHLICHTING Management For For
1H ELECTION OF DIRECTOR: DAVID Y. SCHWARTZ Management For For
1I ELECTION OF DIRECTOR: ALEJANDRO SILVA Management For For
1J ELECTION OF DIRECTOR: JAMES A. SKINNER Management For For
1K ELECTION OF DIRECTOR: GREGORY D. WASSON Management For For
02 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS WALGREEN CO.'S Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03 AMEND THE WALGREEN CO. ARTICLES OF INCORPORATION TO REVISE THE Management For For
PURPOSE CLAUSE.
04 AMEND THE WALGREEN CO. ARTICLES OF INCORPORATION TO ELIMINATE Management For For
CERTAIN SUPERMAJORITY VOTE REQUIREMENTS.
05 AMEND THE WALGREEN CO. ARTICLES OF INCORPORATION TO ELIMINATE THE Management For For
"FAIR PRICE" CHARTER PROVISION APPLICABLE TO CERTAIN BUSINESS
COMBINATIONS.
06 SHAREHOLDER PROPOSAL ON A POLICY TO CHANGE THE VOTE REQUIRED FOR Shareholder Against For
SHAREHOLDERS TO CALL SPECIAL SHAREHOLDER MEETINGS.
07 SHAREHOLDER PROPOSAL ON A POLICY THAT A SIGNIFICANT PORTION OF Shareholder Against For
FUTURE STOCK OPTION GRANTS TO SENIOR EXECUTIVES SHOULD BE
PERFORMANCE-BASED.
ENERGIZER HOLDINGS, INC.
SECURITY 29266R108 MEETING TYPE Annual
TICKER SYMBOL ENR MEETING DATE 18-Jan-2011
ISIN US29266R1086 AGENDA 933358889 - Management
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 10
The Gabelli Value Fund Inc.
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: WARD M. KLEIN Management For For
1B ELECTION OF DIRECTOR: W. PATRICK MCGINNIS Management For For
1C ELECTION OF DIRECTOR: JOHN R. ROBERTS Management For For
02 AMENDMENT AND RESTATEMENT OF THE 2009 INCENTIVE STOCK PLAN Management Abstain Against
03 EXECUTIVE OFFICER BONUS PLAN AND PERFORMANCE CRITERIA Management For For
04 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT AUDITOR
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 COMPENSATION OF OUR Management Abstain Against
EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT.
03 SELECTION OF VOTING FREQUENCY FOR FUTURE ADVISORY VOTES ON THE Management Abstain Against
COMPENSATION OF OUR EXECUTIVE OFFICERS.
04 APPROVAL OF THE GRIFFON CORPORATION 2011 EQUITY INCENTIVE PLAN. Management Against Against
05 APPROVAL OF THE GRIFFON CORPORATION 2011 PERFORMANCE BONUS PLAN. Management For For
06 RATIFICATION OF THE SELECTION BY OUR AUDIT COMMITTEE OF GRANT Management For For
THORNTON LLP TO SERVE AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL 2011.
INGLES MARKETS, INCORPORATED
SECURITY 457030104 MEETING TYPE Annual
TICKER SYMBOL IMKTA MEETING DATE 08-Feb-2011
ISIN US4570301048 AGENDA 933361141 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 FRED D. AYERS For For
2 JOHN O. POLLARD For For
02 TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION, AS Management Abstain Against
DISCLOSED IN THE PROXY STATEMENT.
03 TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE Management Abstain Against
COMPENSATION VOTES.
04 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT PUBLIC Management For For
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 24, 2011.
05 STOCKHOLDER PROPOSAL CONCERNING EQUAL SHAREHOLDER VOTING. Shareholder Against For
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 INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 VOTE TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF Management For For
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 VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
06 STOCKHOLDER PROPOSAL REQUESTING ADOPTION OF A POLICY TO OBTAIN Shareholder Against For
STOCKHOLDER APPROVAL FOR CERTAIN FUTURE SEVERANCE AGREEMENTS.
DEERE & COMPANY
SECURITY 244199105 MEETING TYPE Annual
TICKER SYMBOL DE MEETING DATE 23-Feb-2011
ISIN US2441991054 AGENDA 933366343 - Management
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 11
The Gabelli Value Fund Inc.
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR. Management For For
1B ELECTION OF DIRECTOR: DIPAK C. JAIN Management For For
1C ELECTION OF DIRECTOR: JOACHIM MILBERG Management For For
1D ELECTION OF DIRECTOR: RICHARD B. MYERS Management For For
02 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY-ON-PAY") Management Abstain Against
03 NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF SAY-ON-PAY VOTES Management Abstain Against
04 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2011
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 EXECUTIVE Management Abstain Against
COMPENSATION.
03 A NON-BINDING ADVISORY VOTE ON THE APPROVAL OF THE FREQUENCY OF Management Abstain Against
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 CONTENT DISTRIBUTION Management For For
BUSINESS UNIT TO ENCOMPASS DIGITAL MEDIA, INC. AND ITS
WHOLLY-OWNED SUBSIDIARY.
INTERNATIONAL GAME TECHNOLOGY
SECURITY 459902102 MEETING TYPE Annual
TICKER SYMBOL IGT MEETING DATE 01-Mar-2011
ISIN US4599021023 AGENDA 933365682 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 PAGET L. ALVES For For
2 JANICE CHAFFIN For For
3 GREG CREED For For
4 PATTI S. HART For For
5 ROBERT J. MILLER For For
6 DAVID E. ROBERSON For For
7 VINCENT L. SADUSKY For For
8 PHILIP G. SATRE For For
02 APPROVAL OF THE AMENDMENTS TO THE INTERNATIONAL GAME TECHNOLOGY Management Against Against
2002 STOCK INCENTIVE PLAN.
03 APPROVAL OF THE AMENDMENT TO THE INTERNATIONAL GAME TECHNOLOGY Management For For
EMPLOYEE STOCK PURCHASE PLAN.
04 TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. Management Abstain Against
05 TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE Management Abstain Against
COMPENSATION VOTES.
06 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Management For For
IGT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING SEPTEMBER 30, 2011.
NORTHEAST UTILITIES
SECURITY 664397106 MEETING TYPE Special
TICKER SYMBOL NU MEETING DATE 04-Mar-2011
ISIN US6643971061 AGENDA 933364882 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, BY AND AMONG Management For For
NORTHEAST UTILITIES, NU HOLDING ENERGY 1 LLC, NU HOLDING ENERGY 2
LLC AND NSTAR, AS AMENDED AND AS IT MAY BE AMENDED
FURTHER, AND APPROVE THE MERGER, INCLUDING THE ISSUANCE
OF NORTHEAST UTILITIES COMMON SHARES TO NSTAR
SHAREHOLDERS PURSUANT TO THE MERGER.
02 PROPOSAL TO INCREASE THE NUMBER OF NORTHEAST UTILITIES COMMON Management For For
SHARES AUTHORIZED FOR ISSUANCE BY THE BOARD OF TRUSTEES IN
ACCORDANCE WITH SECTION 19 OF THE NORTHEAST UTILITIES
DECLARATION OF TRUST BY 155,000,000 COMMON SHARES, FROM
225,000,000 AUTHORIZED COMMON SHARES TO 380,000,000
AUTHORIZED COMMON SHARES.
03 PROPOSAL TO FIX THE NUMBER OF TRUSTEES OF THE NORTHEAST UTILITIES Management For For
BOARD OF TRUSTEES AT FOURTEEN.
04 PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES TO APPROVE THE FOREGOING PROPOSALS.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 12
The Gabelli Value Fund Inc.
TYCO INTERNATIONAL LTD.
SECURITY H89128104 MEETING TYPE Annual
TICKER SYMBOL TYC MEETING DATE 09-Mar-2011
ISIN CH0100383485 AGENDA 933367395 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 TO APPROVE THE ANNUAL REPORT, THE PARENT COMPANY FINANCIAL Management For For
STATEMENTS OF TYCO INTERNATIONAL LTD ("TYCO") AND FINANCIAL
STATEMENTS FOR YEAR ENDED SEPTEMBER 24, 2010.
02 TO DISCHARGE THE BOARD OF DIRECTORS FROM LIABILITY FOR THE Management For For
FINANCIAL YEAR ENDED SEPTEMBER 24, 2010.
03 DIRECTOR Management
1 EDWARD D. BREEN For For
2 MICHAEL E. DANIELS For For
3 TIMOTHY M. DONAHUE For For
4 BRIAN DUPERREAULT For For
5 BRUCE S. GORDON For For
6 RAJIV L. GUPTA For For
7 JOHN A. KROL For For
8 BRENDAN R. O'NEILL For For
9 DINESH PALIWAL For For
10 WILLIAM S. STAVROPOULOS For For
11 SANDRA S. WIJNBERG For For
12 R. DAVID YOST For For
4A TO ELECT DELOITTE AG (ZURICH) AS STATUTORY AUDITORS UNTIL THE Management For For
NEXT ANNUAL GENERAL MEETING.
4B TO RATIFY APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
4C TO ELECT PRICEWATERHOUSECOOPERS AG (ZURICH) AS SPECIAL AUDITORS Management For For
UNTIL THE NEXT ANNUAL GENERAL MEETING.
5A TO APPROVE THE ALLOCATION OF FISCAL YEAR 2010 RESULTS. Management For For
5B TO APPROVE THE PAYMENT OF AN ORDINARY CASH DIVIDEND IN THE AMOUNT Management For For
OF $1.00 PER SHARE TO BE MADE OUT OF TYCO'S
"CONTRIBUTED SURPLUS" EQUITY POSITION IN ITS STATUTORY
ACCOUNTS.
06 APPROVAL OF AN AMENDMENT TO TYCO'S ARTICLES OF ASSOCIATION TO Management For For
RENEW THE AMOUNT OF AUTHORIZED SHARE CAPITAL.
07 TO APPROVE THE CANCELLATION OF REPURCHASED TREASURY SHARES. Management For For
8A TO CAST A NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
8B TO CAST A NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF THE Management Abstain Against
EXECUTIVE COMPENSATION VOTE.
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 ELECTRONICS LTD. Management For For
(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 TYCO ELECTRONICS Management For For
LTD. FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2010
2C TO APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS OF TYCO Management For For
ELECTRONICS LTD. FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2010
03 TO RELEASE THE MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVE Management For For
OFFICERS OF TYCO ELECTRONICS FOR ACTIVITIES DURING THE FISCAL
YEAR ENDED SEPTEMBER 24, 2010
4A TO ELECT DELOITTE & TOUCHE LLP AS TYCO ELECTRONICS' INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2011
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 13
The Gabelli Value Fund Inc.
4B TO ELECT DELOITTE AG, ZURICH, SWITZERLAND, AS TYCO ELECTRONICS' Management For For
SWISS REGISTERED AUDITOR UNTIL THE NEXT ANNUAL GENERAL MEETING OF
TYCO ELECTRONICS
4C TO ELECT PRICEWATERHOUSECOOPERS AG, ZURICH, SWITZERLAND, AS TYCO Management For For
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 ADVISORY VOTE ON Management Abstain Against
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 A SWISS FRANC Management For For
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' CORPORATE NAME FROM Management For For
"TYCO ELECTRONICS LTD." TO "TE CONNECTIVITY LTD." AND RELATED
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
09 TO APPROVE THE RENEWAL OF AUTHORIZED CAPITAL AND RELATED Management For For
AMENDMENT TO THE ARTICLES OF ASSOCIATION
10 TO APPROVE A REDUCTION OF SHARE CAPITAL FOR SHARES ACQUIRED UNDER Management For For
TYCO ELECTRONICS' SHARE REPURCHASE PROGRAM AND RELATED AMENDMENTS
TO THE ARTICLES OF ASSOCIATION
11 TO APPROVE AN AUTHORIZATION RELATED TO TYCO ELECTRONICS' SHARE Management For For
REPURCHASE PROGRAM
12 TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS OF THE ANNUAL Management For For
GENERAL MEETING
TYCO ELECTRONICS LTD
SECURITY H8912P106 MEETING TYPE Annual
TICKER SYMBOL TEL MEETING DATE 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 ELECTRONICS LTD. Management For For
(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 TYCO ELECTRONICS Management For For
LTD. FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2010
2C TO APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS OF TYCO Management For For
ELECTRONICS LTD. FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2010
03 TO RELEASE THE MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVE Management For For
OFFICERS OF TYCO ELECTRONICS FOR ACTIVITIES DURING THE FISCAL
YEAR ENDED SEPTEMBER 24, 2010
4A TO ELECT DELOITTE & TOUCHE LLP AS TYCO ELECTRONICS' INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2011
4B TO ELECT DELOITTE AG, ZURICH, SWITZERLAND, AS TYCO ELECTRONICS' Management For For
SWISS REGISTERED AUDITOR UNTIL THE NEXT ANNUAL GENERAL MEETING OF
TYCO ELECTRONICS
4C TO ELECT PRICEWATERHOUSECOOPERS AG, ZURICH, SWITZERLAND, AS TYCO Management For For
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 ADVISORY VOTE ON Management Abstain Against
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 A SWISS FRANC Management For For
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' CORPORATE NAME FROM Management For For
"TYCO ELECTRONICS LTD." TO "TE CONNECTIVITY LTD." AND RELATED
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
09 TO APPROVE THE RENEWAL OF AUTHORIZED CAPITAL AND RELATED Management For For
AMENDMENT TO THE ARTICLES OF ASSOCIATION
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 14
The Gabelli Value Fund Inc.
10 TO APPROVE A REDUCTION OF SHARE CAPITAL FOR SHARES ACQUIRED UNDER Management For For
TYCO ELECTRONICS' SHARE REPURCHASE PROGRAM AND RELATED AMENDMENTS
TO THE ARTICLES OF ASSOCIATION
11 TO APPROVE AN AUTHORIZATION RELATED TO TYCO ELECTRONICS' SHARE Management For For
REPURCHASE PROGRAM
12 TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS OF THE ANNUAL Management For For
GENERAL MEETING
NATIONAL FUEL GAS COMPANY
SECURITY 636180101 MEETING TYPE Annual
TICKER SYMBOL NFG MEETING DATE 10-Mar-2011
ISIN US6361801011 AGENDA 933368157 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 ROBERT T. BRADY For For
2 ROLLAND E. KIDDER For For
3 FREDERIC V. SALERNO For For
02 VOTE TO RATIFY PRICEWATERHOUSECOOPERS LLP AS OUR REGISTERED Management For For
PUBLIC ACCOUNTING FIRM
03 ADVISORY VOTE TO APPROVE COMPENSATION OF EXECUTIVES Management Abstain Against
04 ADVISORY VOTE ON FREQUENCY OF VOTE TO APPROVE COMPENSATION OF Management Abstain Against
EXECUTIVES
COVIDIEN PLC
SECURITY G2554F105 MEETING TYPE Annual
TICKER SYMBOL COV MEETING DATE 15-Mar-2011
ISIN IE00B3QN1M21 AGENDA 933367701 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: CRAIG ARNOLD Management For For
1B ELECTION OF DIRECTOR: ROBERT H. BRUST Management For For
1C ELECTION OF DIRECTOR: JOHN M. CONNORS, JR. Management For For
1D ELECTION OF DIRECTOR: CHRISTOPHER J. COUGHLIN Management For For
1E ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE Management For For
1F ELECTION OF DIRECTOR: KATHY J. HERBERT Management For For
1G ELECTION OF DIRECTOR: RANDALL J. HOGAN, III Management For For
1H ELECTION OF DIRECTOR: RICHARD J. MEELIA Management For For
1I ELECTION OF DIRECTOR: DENNIS H. REILLEY Management For For
1J ELECTION OF DIRECTOR: TADATAKA YAMADA Management For For
1K ELECTION OF DIRECTOR: JOSEPH A. ZACCAGNINO Management For For
02 APPOINT THE INDEPENDENT AUDITORS AND AUTHORIZE THE AUDIT Management For For
COMMITTEE TO SET THE AUDITORS' REMUNERATION.
03 EFFECT A ONE-FOR-ONE HUNDRED REVERSE SPLIT FOLLOWED BY A ONE Management For For
HUNDRED-FOR-ONE FORWARD SPLIT OF THE COMPANY'S ORDINARY SHARES.
04 AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. Management Abstain Against
05 AN ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES. Management Abstain Against
VIACOM INC.
SECURITY 92553P102 MEETING TYPE Annual
TICKER SYMBOL VIA MEETING DATE 16-Mar-2011
ISIN US92553P1021 AGENDA 933369084 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 GEORGE S. ABRAMS For For
2 PHILIPPE P. DAUMAN For For
3 THOMAS E. DOOLEY For For
4 ALAN C. GREENBERG For For
5 ROBERT K. KRAFT For For
6 BLYTHE J. MCGARVIE For For
7 CHARLES E. PHILLIPS, JR For For
8 SHARI REDSTONE For For
9 SUMNER M. REDSTONE For For
10 FREDERIC V. SALERNO For For
11 WILLIAM SCHWARTZ For For
02 THE ADOPTION, ON AN ADVISORY BASIS, OF A RESOLUTION APPROVING THE Management Abstain Against
COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF VIACOM INC., AS
DESCRIBED IN THE "EXECUTIVE COMPENSATION" SECTION OF THE 2011
PROXY STATEMENT.
03 THE SELECTION, ON AN ADVISORY BASIS, OF THE FREQUENCY OF THE Management Abstain Against
STOCKHOLDER VOTE ON THE COMPENSATION OF VIACOM INC.'S NAMED
EXECUTIVE OFFICERS.
04 THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Management For For
TO SERVE AS INDEPENDENT AUDITOR FOR VIACOM INC. FOR FISCAL YEAR
2011.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 15
The Gabelli Value Fund Inc.
GIVAUDAN SA, VERNIER
SECURITY H3238Q102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 24-Mar-2011
ISIN CH0010645932 AGENDA 702821629 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 794096 DUE TO Non-Voting
ADDITION OF-RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. 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 THE VOTING
INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR
SHARES 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 THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING-750851, 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 THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS.
THANK YOU.
1 Approval of the annual report, including the annual financial Management No Action
statements, the compensation report and the consolidated
financial statements 2010
2 Consultative vote on the compensation. Policy as set out in the Management No Action
compensation report
3 Ratification of the actions of the board of directors
(decharge) Management No Action
4 Appropriation of available earnings and distribution out of Management No Action
reserves for additional paid-in capital
5.1 Amendment of the articles of incorporation: Article 13 para 1 Management No Action
5.2 Amendment of the articles of incorporation: Article 13 para 2 Management No Action
6.1 New election of Lilian Fossum Biner of the board of directors Management No Action
6.2 Re-election of Prof. Henner Schierenbeck of the board of directors Management No Action
6.3 Re-election of Dr. Nabil Sakkab of the board of directors Management No Action
7 Election of the statutory auditors: Deloitte SA Management No Action
FOMENTO ECONOMICO MEXICANO S.A.B. DE CV
SECURITY 344419106 MEETING TYPE Annual
TICKER SYMBOL FMX MEETING DATE 25-Mar-2011
ISIN US3444191064 AGENDA 933383464 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ----- -----------
01 REPORT OF CHIEF EXECUTIVE OFFICER, OPINION OF BOARD REGARDING THE Management For For
CONTENT OF THE REPORT OF CHIEF EXECUTIVE OFFICER AND REPORTS OF
THE BOARD; REPORTS OF THE CHAIRMEN OF AUDIT AND
CORPORATE PRACTICES COMMITTEES; PRESENTATION OF
FINANCIAL STATEMENTS, ALL AS MORE FULLY DESCRIBED IN
THE PROXY STATEMENT.
02 REPORT WITH RESPECT TO THE COMPLIANCE OF TAX OBLIGATIONS. Management For For
03 APPLICATION OF RESULTS FOR THE 2010 FISCAL YEAR, INCLUDING THE Management For For
PAYMENT OF A CASH DIVIDEND, IN MEXICAN PESOS, ALL AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
04 TO DETERMINE AS MAXIMUM AMOUNT OF RESOURCES TO BE USED FOR SHARE Management For For
REPURCHASE PROGRAM, AMOUNT OF $3,000,000,000.00 MEXICAN PESOS.
05 ELECTION OF MEMBERS AND SECRETARIES OF THE BOARD, QUALIFICATION Management For For
OF THEIR INDEPENDENCE, IN ACCORDANCE WITH THE SECURITIES MARKET
LAW, AND RESOLUTION WITH RESPECT TO THEIR REMUNERATION.
06 ELECTION OF MEMBERS OF COMMITTEES: I) FINANCE & PLANNING, II) Management For For
AUDIT, III) CORPORATE PRACTICES; APPOINTMENT OF THEIR RESPECTIVE
CHAIRMAN AND RESOLUTION WITH RESPECT TO THEIR REMUNERATION.
07 APPOINTMENT OF DELEGATES FOR THE EXECUTION AND FORMALIZATION OF Management For For
THE MEETING'S RESOLUTION.
08 READING AND, IF APPLICABLE, APPROVAL OF THE MINUTES. Management For For
GENCORP INC.
SECURITY 368682100 MEETING TYPE Annual
TICKER SYMBOL GY MEETING DATE 30-Mar-2011
ISIN US3686821006 AGENDA 933373350 - Management
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 16
The Gabelli Value Fund Inc.
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ----- -----------
01 DIRECTOR Management
1 THOMAS A. CORCORAN For For
2 JAMES R. HENDERSON For For
3 WARREN G. LICHTENSTEIN For For
4 DAVID A. LORBER For For
5 JAMES H. PERRY For For
6 SCOTT J. SEYMOUR For For
7 MARTIN TURCHIN For For
8 ROBERT C. WOODS For For
02 TO APPROVE AN AMENDMENT TO THE GENCORP AMENDED AND RESTATED 2009 Management For For
EQUITY AND PERFORMANCE INCENTIVE PLAN TO ELIMINATE THE LIMITATION
ON THE NUMBER OF SHARES AVAILABLE TO BE ISSUED AS FULL VALUE
AWARDS.
03 TO APPROVE AN ADVISORY RESOLUTION REGARDING THE COMPENSATION OF Management Abstain Against
GENCORP'S NAMED EXECUTIVE OFFICERS.
04 TO APPROVE AN ADVISORY VOTE ON THE FREQUENCY AT WHICH GENCORP Management Abstain Against
SHOULD INCLUDE AN ADVISORY VOTE REGARDING THE COMPENSATION OF
GENCORP'S NAMED EXECUTIVE OFFICERS.
05 RATIFICATION OF THE AUDIT COMMITTEE'S APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY.
THE BANK OF NEW YORK MELLON CORPORATION
SECURITY 064058100 MEETING TYPE Annual
TICKER SYMBOL BK MEETING DATE 12-Apr-2011
ISIN US0640581007 AGENDA 933386371 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ----- -----------
1A ELECTION OF DIRECTOR: RUTH E. BRUCH Management For For
1B ELECTION OF DIRECTOR: NICHOLAS M. DONOFRIO Management For For
1C ELECTION OF DIRECTOR: GERALD L. HASSELL Management For For
1D ELECTION OF DIRECTOR: EDMUND F. KELLY Management For For
1E ELECTION OF DIRECTOR: ROBERT P. KELLY Management For For
1F ELECTION OF DIRECTOR: RICHARD J. KOGAN Management For For
1G ELECTION OF DIRECTOR: MICHAEL J. KOWALSKI Management For For
1H ELECTION OF DIRECTOR: JOHN A. LUKE, JR Management For For
1I ELECTION OF DIRECTOR: MARK A. NORDENBERG Management For For
1J ELECTION OF DIRECTOR: CATHERINE A. REIN Management For For
1K ELECTION OF DIRECTOR: WILLIAM C. RICHARDSON Management For For
1L ELECTION OF DIRECTOR: SAMUEL C. SCOTT III Management For For
1M ELECTION OF DIRECTOR: JOHN P. SURMA Management For For
1N ELECTION OF DIRECTOR: WESLEY W. VON SCHACK Management For For
02 PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) RESOLUTION Management Abstain Against
RELATING TO 2010 EXECUTIVE COMPENSATION.
03 PROPOSAL TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF Management Abstain Against
STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION.
04 PROPOSAL TO APPROVE AMENDED AND RESTATED LONG- TERM INCENTIVE Management Against Against
PLAN.
05 PROPOSAL TO APPROVE AMENDED AND RESTATED EXECUTIVE INCENTIVE Management For For
COMPENSATION PLAN.
06 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
07 STOCKHOLDER PROPOSAL WITH RESPECT TO CUMULATIVE VOTING. Shareholder Against For
BP P.L.C.
SECURITY 055622104 MEETING TYPE Annual
TICKER SYMBOL BP MEETING DATE 14-Apr-2011
ISIN US0556221044 AGENDA 933381446 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ----- -----------
01 TO RECEIVE THE DIRECTORS' ANNUAL REPORT AND ACCOUNTS. Management For For
02 TO APPROVE THE DIRECTORS' REMUNERATION REPORT. Management For For
03 TO RE-ELECT MR P M ANDERSON AS A DIRECTOR. Management For For
04 TO RE-ELECT MR A BURGMANS AS A DIRECTOR. Management For For
05 TO RE-ELECT MRS C B CARROLL AS A DIRECTOR. Management For For
06 TO RE-ELECT SIR WILLIAM CASTELL AS A DIRECTOR. Management For For
07 TO RE-ELECT MR I C CONN AS A DIRECTOR. Management For For
08 TO RE-ELECT MR G DAVID AS A DIRECTOR. Management For For
09 TO RE-ELECT MR I E L DAVIS AS A DIRECTOR. Management For For
10 TO RE-ELECT MR R W DUDLEY AS A DIRECTOR. Management For For
11 TO RE-ELECT DR B E GROTE AS A DIRECTOR. Management For For
12 TO ELECT MR F L BOWMAN AS A DIRECTOR. Management For For
13 TO ELECT MR B R NELSON AS A DIRECTOR. Management For For
14 TO ELECT MR F P NHLEKO AS A DIRECTOR. Management For For
15 TO RE-ELECT MR C-H SVANBERG AS A DIRECTOR. Management For For
16 TO REAPPOINT ERNST & YOUNG LLP AS AUDITORS AND AUTHORIZE THE Management For For
BOARD TO FIX THEIR REMUNERATION.
S17 SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY FOR THE PURCHASE OF Management For For
ITS OWN SHARES BY THE COMPANY.
18 TO GIVE LIMITED AUTHORITY TO ALLOT SHARES UP TO A SPECIFIED Management For For
AMOUNT.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 17
The Gabelli Value Fund Inc.
S19 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT A LIMITED NUMBER Management For For
OF SHARES FOR CASH FREE OF PRE- EMPTION RIGHTS.
S20 SPECIAL RESOLUTION: TO AUTHORIZE THE CALLING OF GENERAL MEETINGS Management For For
(EXCLUDING ANNUAL GENERAL MEETINGS) BY NOTICE OF AT LEAST 14
CLEAR DAYS.
21 TO GIVE LIMITED AUTHORITY TO MAKE POLITICAL DONATIONS AND INCUR Management For For
POLITICAL EXPENDITURE.
22 TO APPROVE THE RENEWAL OF THE BP SHAREMATCH PLAN. Management For For
23 TO APPROVE THE RENEWAL OF THE BP SHARESAVE UK PLAN. Management For For
GENUINE PARTS COMPANY
SECURITY 372460105 MEETING TYPE Annual
TICKER SYMBOL GPC MEETING DATE 18-Apr-2011
ISIN US3724601055 AGENDA 933377156 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ----- -----------
01 DIRECTOR Management
1 DR. MARY B. BULLOCK For For
2 JEAN DOUVILLE For For
3 THOMAS C. GALLAGHER For For
4 GEORGE C. "JACK" GUYNN For For
5 JOHN R. HOLDER For For
6 JOHN D. JOHNS For For
7 MICHAEL M.E. JOHNS, MD For For
8 J. HICKS LANIER For For
9 R.C. LOUDERMILK JR. For For
10 WENDY B. NEEDHAM For For
11 JERRY W. NIX For For
12 GARY W. ROLLINS For For
02 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
03 ADVISORY VOTE ON FREQUENCY OF SHAREHOLDER VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
04 RE-APPROVAL OF THE MATERIAL TERMS OF PERFORMANCE GOALS FOR Management For For
QUALIFIED PERFORMANCE- BASED AWARDS UNDER THE GENUINE PARTS
COMPANY 2006 LONG-TERM INCENTIVE PLAN.
05 RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE Management For For
COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2011.
CRANE CO.
SECURITY 224399105 MEETING TYPE Annual
TICKER SYMBOL CR MEETING DATE 18-Apr-2011
ISIN US2243991054 AGENDA 933380482 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ----- -----------
1A ELECTION OF DIRECTOR: E. THAYER BIGELOW Management For For
1B ELECTION OF DIRECTOR: PHILIP R. LOCHNER, JR. Management For For
1C ELECTION OF DIRECTOR: RONALD F. MCKENNA Management For For
02 RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT Management For For
AUDITORS FOR THE COMPANY FOR 2011
03 APPROVAL OF ANNUAL INCENTIVE PLAN Management For For
04 SAY ON PAY - AN ADVISORY VOTE ON APPROVAL OF EXECUTIVE Management Abstain Against
COMPENSATION
05 SAY WHEN ON PAY - AN ADVISORY VOTE ON APPROVAL OF THE FREQUENCY Management Abstain Against
OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION
NEWMONT MINING CORPORATION
SECURITY 651639106 MEETING TYPE Annual
TICKER SYMBOL NEM MEETING DATE 19-Apr-2011
ISIN US6516391066 AGENDA 933379352 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ----- -----------
1A ELECTION OF DIRECTOR: G.A. BARTON Management For For
1B ELECTION OF DIRECTOR: V.A. CALARCO Management For For
1C ELECTION OF DIRECTOR: J.A. CARRABBA Management For For
1D ELECTION OF DIRECTOR: N. DOYLE Management For For
1E ELECTION OF DIRECTOR: V.M. HAGEN Management For For
1F ELECTION OF DIRECTOR: M.S. HAMSON Management For For
1G ELECTION OF DIRECTOR: R.T. O'BRIEN Management For For
1H ELECTION OF DIRECTOR: J.B. PRESCOTT Management For For
1I ELECTION OF DIRECTOR: D.C. ROTH Management For For
1J ELECTION OF DIRECTOR: S. THOMPSON Management For For
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS FOR 2011. Management For For
03 PROPOSAL TO APPROVE THE ADVISORY RESOLUTION RELATING TO EXECUTIVE Management Abstain Against
COMPENSATION.
04 ADVISORY VOTE ON THE FREQUENCY OF STOCKHOLDERS VOTES ON EXECUTIVE Management Abstain Against
COMPENSATION.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 18
The Gabelli Value Fund Inc.
VIVENDI SA
SECURITY F97982106 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 21-Apr-2011
ISIN FR0000127771 AGENDA 702819573 - 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 CLIC-KING ON THE
MATERIAL URL LINK: https://balo.journal-
officiel.gouv.fr/pdf/2011/-0304/201103041100553.pdf AND
https://balo.journal-officiel.gouv.fr/pdf/2011/03-
30/201103301100972.pdf
O.1 Approval of the reports and annual financial statements for the Management For For
financial year 2010
O.2 Approval of the reports and consolidated financial statements for Management For For
the financial year 2010
O.3 Approval of the Statutory Auditors' special report on new Management For For
regulated Agreements and Undertakings concluded during the
financial year 2010
O.4 Allocation of income for the financial year 2010, setting the Management For For
dividend and the date of payment
O.5 Renewal of Mr. Jean-Yves Charlier's term as Supervisory Board Management For For
member
O.6 Renewal of Mr. Henri Lachmann's term as Supervisory Board Management For For
member
O.7 Renewal of Mr. Pierre Rodocanachi's term as Supervisory Board Management For For
member
O.8 Appointment of the company KPMG SA as principal statutory Management For For
auditor
O.9 Appointment of the company KPMG Audit Is SAS as deputy Management For For
statutory auditor
O.10 Authorization to be granted to the Executive Board to allow the Management For For
Company to purchase its own shares
E.11 Authorization to be granted to the Executive Board to reduce the Management For For
share capital by cancellation of shares
E.12 Authorization to be granted to the Executive Board to grant Management For For
options to subscribe for shares of the Company
E.13 Authorization to be granted to the Executive Board to carry out Management For For
the allocation of performance shares existing or to be issued
E.14 Delegation granted to the Executive Board to increase capital by Management For For
issuing ordinary shares or any securities giving access to
the capital with preferential subscription rights
of shareholders
E.15 Delegation granted to the Executive Board to increase capital by Management For For
issuing ordinary shares or any securities giving access to
the capital without preferential subscription rights
of shareholders
E.16 Authorization to be granted to the Executive Board to increase Management For For
the number of issuable securities in the event of surplus demand
with a capital increase with or without preferential subscription
rights, within the limit of 15% of the original issuance and
within the limits set under the fourteenth and fifteenth
resolutions
E.17 Delegation granted to the Executive Board to increase the share Management For For
capital, within the limit of 10% of the capital and within the
limits set under the fourteenth and fifteenth resolutions, in
consideration for in-kind contributions of equity securities or
securities giving access to the capital of third party companies
outside of a public exchange offer
E.18 Delegation granted to the Executive Board to increase the share Management For For
capital in favor of employees and retired employees participating
in the Group Savings Plan
E.19 Delegation granted to the Executive Board to decide to increase Management For For
the share capital in favor of employees of Vivendi foreign
subsidiaries participating in the Group Savings Plan and to
implement any similar plan
E.20 Delegation granted to the Executive Board to increase the capital Management For For
by incorporation of premiums, reserves, profits or other amounts
E.21 Amendment of Article 10 of the Statutes "Organizing the Management For For
Supervisory Board", by adding a new 6th paragraph: Censors
E.22 Powers to accomplish the formalities Management For For
TEXAS INSTRUMENTS INCORPORATED
SECURITY 882508104 MEETING TYPE Annual
TICKER SYMBOL TXN MEETING DATE 21-Apr-2011
ISIN US8825081040 AGENDA 933376534 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: R.W. BABB, JR. Management For For
1B ELECTION OF DIRECTOR: D.A. CARP Management For For
1C ELECTION OF DIRECTOR: C.S. COX Management For For
1D ELECTION OF DIRECTOR: S.P. MACMILLAN Management For For
1E ELECTION OF DIRECTOR: P.H. PATSLEY Management For For
1F ELECTION OF DIRECTOR: R.E. SANCHEZ Management For For
1G ELECTION OF DIRECTOR: W.R. SANDERS Management For For
1H ELECTION OF DIRECTOR: R.J. SIMMONS Management For For
1I ELECTION OF DIRECTOR: R.K. TEMPLETON Management For For
1J ELECTION OF DIRECTOR: C.T. WHITMAN Management For For
02 BOARD PROPOSAL REGARDING AN ADVISORY VOTE ON Management Abstain Against
NAMED EXECUTIVE OFFICER COMPENSATION.
03 BOARD PROPOSAL REGARDING AN ADVISORY VOTE ON Management Abstain Against
THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED
EXECUTIVE OFFICER COMPENSATION.
04 BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 19
The Gabelli Value Fund Inc.
WOLVERINE WORLD WIDE, INC.
SECURITY 978097103 MEETING TYPE Annual
TICKER SYMBOL WWW MEETING DATE 21-Apr-2011
ISIN US9780971035 AGENDA 933383224 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 WILLIAM K. GERBER For For
2 BLAKE W. KRUEGER For For
3 MICHAEL A. VOLKEMA For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR
2011.
03 AN ADVISORY RESOLUTION ON EXECUTIVE Management Abstain Against
COMPENSATION.
04 AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE Management Abstain Against
ADVISORY VOTES ON EXECUTIVE COMPENSATION.
HONEYWELL INTERNATIONAL INC.
SECURITY 438516106 MEETING TYPE Annual
TICKER SYMBOL HON MEETING DATE 25-Apr-2011
ISIN US4385161066 AGENDA 933380115 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: GORDON M. BETHUNE Management For For
1B ELECTION OF DIRECTOR: KEVIN BURKE Management For For
1C ELECTION OF DIRECTOR: JAIME CHICO PARDO Management For For
1D ELECTION OF DIRECTOR: DAVID M. COTE Management For For
1E ELECTION OF DIRECTOR: D. SCOTT DAVIS Management For For
1F ELECTION OF DIRECTOR: LINNET F. DEILY Management For For
1G ELECTION OF DIRECTOR: JUDD GREGG Management For For
1H ELECTION OF DIRECTOR: CLIVE R. HOLLICK Management For For
1I ELECTION OF DIRECTOR: GEORGE PAZ Management For For
1J ELECTION OF DIRECTOR: BRADLEY T. SHEARES Management For For
02 APPROVAL OF INDEPENDENT ACCOUNTANTS. Management For For
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
04 ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY Management Abstain Against
VOTE ON EXECUTIVE COMPENSATION.
05 2011 STOCK INCENTIVE PLAN OF HONEYWELL Management Against Against
INTERNATIONAL INC. AND ITS AFFILIATES.
06 HONEYWELL INTERNATIONAL INC. INCENTIVE Management For For
COMPENSATION PLAN FOR EXECUTIVE EMPLOYEES,
AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1,
2011.
07 SHAREHOLDER ACTION BY WRITTEN CONSENT. Shareholder Against For
08 SPECIAL SHAREOWNER MEETINGS. Shareholder Against For
FORTUNE BRANDS, INC.
SECURITY 349631101 MEETING TYPE Annual
TICKER SYMBOL FO MEETING DATE 26-Apr-2011
ISIN US3496311016 AGENDA 933380153 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: RICHARD A. GOLDSTEIN Management For For
1B ELECTION OF DIRECTOR: PIERRE E. LEROY Management For For
1C ELECTION OF DIRECTOR: A.D. DAVID MACKAY Management For For
1D ELECTION OF DIRECTOR: ANNE M. TATLOCK Management For For
1E ELECTION OF DIRECTOR: NORMAN H. WESLEY Management For For
1F ELECTION OF DIRECTOR: PETER M. WILSON Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
03 TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY Management Abstain Against
OF EXECUTIVE COMPENSATION VOTES.
04 TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE Management Abstain Against
COMPENSATION.
05 APPROVAL OF AN AMENDMENT TO THE COMPANY'S Management For For
RESTATED CERTIFICATE OF INCORPORATION TO ALLOW
STOCKHOLDERS TO CALL SPECIAL MEETINGS.
06 APPROVAL OF THE FORTUNE BRANDS, INC. 2011 LONG- Management Against Against
TERM INCENTIVE PLAN.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 20
The Gabelli Value Fund Inc.
THE PNC FINANCIAL SERVICES GROUP, INC.
SECURITY 693475105 MEETING TYPE Annual
TICKER SYMBOL PNC MEETING DATE 26-Apr-2011
ISIN US6934751057 AGENDA 933382866 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: RICHARD O. BERNDT Management For For
1B ELECTION OF DIRECTOR: CHARLES E. BUNCH Management For For
1C ELECTION OF DIRECTOR: PAUL W. CHELLGREN Management For For
1D ELECTION OF DIRECTOR: KAY COLES JAMES Management For For
1E ELECTION OF DIRECTOR: RICHARD B. KELSON Management For For
1F ELECTION OF DIRECTOR: BRUCE C. LINDSAY Management For For
1G ELECTION OF DIRECTOR: ANTHONY A. MASSARO Management For For
1H ELECTION OF DIRECTOR: JANE G. PEPPER Management For For
1I ELECTION OF DIRECTOR: JAMES E. ROHR Management For For
1J ELECTION OF DIRECTOR: DONALD J. SHEPARD Management For For
1K ELECTION OF DIRECTOR: LORENE K. STEFFES Management For For
1L ELECTION OF DIRECTOR: DENNIS F. STRIGL Management For For
1M ELECTION OF DIRECTOR: THOMAS J. USHER Management For For
1N ELECTION OF DIRECTOR: GEORGE H. WALLS, JR. Management For For
1O ELECTION OF DIRECTOR: HELGE H. WEHMEIER Management For For
02 RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS PNC'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2011.
03 APPROVAL OF 2006 INCENTIVE AWARD PLAN TERMS. Management Against Against
04 APPROVAL OF AN ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
05 RECOMMENDATION FOR THE FREQUENCY OF FUTURE Management Abstain Against
ADVISORY VOTES ON EXECUTIVE COMPENSATION.
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.
FMC CORPORATION
SECURITY 302491303 MEETING TYPE Annual
TICKER SYMBOL FMC MEETING DATE 26-Apr-2011
ISIN US3024913036 AGENDA 933390419 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: EDWARD J. MOONEY Management For For
1B ELECTION OF DIRECTOR: ENRIQUE J. SOSA Management For For
1C ELECTION OF DIRECTOR: VINCENT R. VOLPE, JR. Management For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE Management Abstain Against
COMPENSATION.
04 RECOMMENDATION, BY NON-BINDING VOTE, OF THE Management Abstain Against
FREQUENCY OF EXECUTIVE COMPENSATION VOTES.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 21
The Gabelli Value Fund Inc.
MEAD JOHNSON NUTRITION COMPANY
SECURITY 582839106 MEETING TYPE Annual
TICKER SYMBOL MJN MEETING DATE 26-Apr-2011
ISIN US5828391061 AGENDA 933396978 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 STEPHEN W. GOLSBY For For
2 DR.STEVEN M. ALTSCHULER For For
3 HOWARD B. BERNICK For For
4 KIMBERLY A. CASIANO For For
5 ANNA C. CATALANO For For
6 DR. CELESTE A. CLARK For For
7 JAMES M. CORNELIUS For For
8 PETER G. RATCLIFFE For For
9 DR. ELLIOTT SIGAL For For
10 ROBERT S. SINGER For For
02 APPROVAL, ON AN ADVISORY BASIS, OF THE Management Abstain Against
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
03 RECOMMEND, ON AN ADVISORY BASIS, THE FREQUENCY Management Abstain Against
OF HOLDING ADVISORY VOTES ON THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS.
04 THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM (INDEPENDENT AUDITORS) IN 2011.
FEDERAL SIGNAL CORPORATION
SECURITY 313855108 MEETING TYPE Annual
TICKER SYMBOL FSS MEETING DATE 26-Apr-2011
ISIN US3138551086 AGENDA 933399695 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 WILLIAM F. OWENS For For
2 CHARLES R. CAMPBELL For For
3 PAUL W. JONES For For
4 DENNIS J. MARTIN For For
5 BRENDA L. REICHELDERFER For For
02 ADVISORY RESOLUTION RELATING TO OUR EXECUTIVE Management Abstain Against
COMPENSATION
03 ADVISORY VOTE ON THE FREQUENCY OF FUTURE Management Abstain Against
ADVISORY VOTES ON EXECUTIVE COMPENSATION
04 RATIFY ERNST & YOUNG LLP'S APPOINTMENT AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2011
BORGWARNER INC.
SECURITY 099724106 MEETING TYPE Annual
TICKER SYMBOL BWA MEETING DATE 27-Apr-2011
ISIN US0997241064 AGENDA 933378994 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: ROBIN J. ADAMS Management For For
1B ELECTION OF DIRECTOR: DAVID T. BROWN Management For For
1C ELECTION OF DIRECTOR: JAN CARLSON Management For For
1D ELECTION OF DIRECTOR: DENNIS C. CUNEO Management For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
COMPANY FOR 2011.
03 TO SEEK YOUR ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION PROGRAMS AS DISCLOSED IN THE COMPENSATION
DISCUSSION AND ANALYSIS SECTION OF THE PROXY STATEMENT.
04 THE COMPANY SEEKS STOCKHOLDERS' INPUT ON THE Management Abstain Against
FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES
ON EXECUTIVE COMPENSATION PROGRAMS.
BARRICK GOLD CORPORATION
SECURITY 067901108 MEETING TYPE Annual
TICKER SYMBOL ABX MEETING DATE 27-Apr-2011
ISIN CA0679011084 AGENDA 933390849 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 H.L. BECK For For
2 C.W.D. BIRCHALL For For
3 D.J. CARTY For For
4 G. CISNEROS For For
5 P.A. CROSSGROVE For For
6 R.M. FRANKLIN For For
7 J.B. HARVEY For For
8 D. MOYO For For
9 B. MULRONEY For For
10 A. MUNK For For
11 P. MUNK For For
12 A.W. REGENT For For
13 N.P. ROTHSCHILD For For
14 S.J. SHAPIRO For For
02 RESOLUTION APPROVING THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS OF BARRICK AND
AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION.
03 ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION Management For For
APPROACH.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 22
The Gabelli Value Fund Inc.
DOVER DOWNS GAMING & ENTERTAINMENT, INC.
SECURITY 260095104 MEETING TYPE Annual
TICKER SYMBOL DDE MEETING DATE 27-Apr-2011
ISIN US2600951048 AGENDA 933402769 - 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 RICHARD K. STRUTHERS For For
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
CORNING INCORPORATED
SECURITY 219350105 MEETING TYPE Annual
TICKER SYMBOL GLW MEETING DATE 28-Apr-2011
ISIN US2193501051 AGENDA 933380191 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: JOHN SEELY BROWN Management For For
1B ELECTION OF DIRECTOR: JOHN A. CANNING, JR. Management For For
1C ELECTION OF DIRECTOR: GORDON GUND Management For For
1D ELECTION OF DIRECTOR: KURT M. LANDGRAF Management For For
1E ELECTION OF DIRECTOR: H. ONNO RUDING Management For For
1F ELECTION OF DIRECTOR: GLENN F. TILTON Management For For
02 APPROVAL, BY NON-BINDING VOTE, ON EXECUTIVE Management Abstain Against
COMPENSATION.
03 APPROVAL, BY NON-BINDING, ON THE FREQUENCY OF Management Abstain Against
FUTURE EXECUTIVE COMPENSATION VOTES.
04 RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS CORNING'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2011.
05 SHAREHOLDER PROPOSAL CONCERNING SPECIAL Shareholder Against For
MEETINGS.
MEDIA GENERAL, INC.
SECURITY 584404107 MEETING TYPE Annual
TICKER SYMBOL MEG MEETING DATE 28-Apr-2011
ISIN US5844041070 AGENDA 933383111 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 SCOTT D. ANTHONY Withheld Against
2 DENNIS J. FITZSIMONS Withheld Against
3 CARL S. THIGPEN Withheld Against
INTERACTIVE BROKERS GROUP, INC.
SECURITY 45841N107 MEETING TYPE Annual
TICKER SYMBOL IBKR MEETING DATE 28-Apr-2011
ISIN US45841N1072 AGENDA 933383806 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: THOMAS PETERFFY Management For For
1B ELECTION OF DIRECTOR: EARL H. NEMSER Management For For
1C ELECTION OF DIRECTOR: PAUL J. BRODY Management For For
1D ELECTION OF DIRECTOR: MILAN GALIK Management For For
1E ELECTION OF DIRECTOR: LAWRENCE E. HARRIS Management For For
1F ELECTION OF DIRECTOR: HANS R. STOLL Management For For
1G ELECTION OF DIRECTOR: IVERS W. RILEY Management For For
1H ELECTION OF DIRECTOR: ROBERT W. TRUDEAU Management For For
02 APPROVAL TO AMEND THE 2007 STOCK INCENTIVE PLAN. Management Against Against
03 TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE Management Abstain Against
COMPENSATION.
04 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM OF DELOITTE &
TOUCHE LLP.
05 TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY Management Abstain Against
OF EXECUTIVE COMPENSATION VOTES.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 23
The Gabelli Value Fund Inc.
DIRECTV
SECURITY 25490A101 MEETING TYPE Annual
TICKER SYMBOL DTV MEETING DATE 28-Apr-2011
ISIN US25490A1016 AGENDA 933386624 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 DAVID B. DILLON For For
2 SAMUEL A. DIPIAZZA, JR. For For
3 LORRIE M. NORRINGTON For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANTS.
03 AMEND CERTIFICATE OF INCORPORATION TO MAKE Management For For
CERTAIN CAPITAL STOCK CHANGES INCLUDING REDUCTION OF AUTHORIZED
CLASS B SHARES FROM 30,000,000 TO 3,000,000 AND ELIMINATION OF THE
CLASS C COMMON STOCK.
04 AMEND CERTIFICATE OF INCORPORATION TO DECLASSIFY Management For For
THE BOARD OF DIRECTORS.
05 AMEND CERTIFICATE OF INCORPORATION TO IMPLEMENT Management For For
A MAJORITY VOTE STANDARD IN UNCONTESTED
ELECTIONS OF DIRECTORS.
06 AMEND CERTIFICATE OF INCORPORATION TO PERMIT A Management For For
SPECIAL MEETING OF STOCKHOLDERS TO BE CALLED BY
25% OR MORE OF THE STOCKHOLDERS IN CERTAIN
CIRCUMSTANCES.
07 AMEND CERTIFICATE OF INCORPORATION TO ADOPT Management For For
DELAWARE AS THE EXCLUSIVE FORUM FOR CERTAIN
DISPUTES.
08 ADVISORY VOTE ON COMPENSATION OF NAMED Management Abstain Against
EXECUTIVE OFFICERS.
09 ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY Management Abstain Against
VOTE ON COMPENSATION OF NAMED EXECUTIVE
OFFICERS.
EBAY INC.
SECURITY 278642103 MEETING TYPE Annual
TICKER SYMBOL EBAY MEETING DATE 28-Apr-2011
ISIN US2786421030 AGENDA 933401010 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: FRED D. ANDERSON Management For For
1B ELECTION OF DIRECTOR: EDWARD W. BARNHOLT Management For For
1C ELECTION OF DIRECTOR: SCOTT D. COOK Management For For
1D ELECTION OF DIRECTOR: JOHN J. DONAHOE Management For For
02 ADVISORY VOTE ON COMPENSATION OF OUR NAMED Management Abstain Against
EXECUTIVE OFFICERS.
03 ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY Management Abstain Against
VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
04 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR OUR FISCAL
YEAR ENDING DECEMBER 31, 2011.
05 STOCKHOLDER PROPOSAL REGARDING SUPERMAJORITY Shareholder Against For
STOCKHOLDER VOTING STANDARDS.
DAVIDE CAMPARI-MILANO SPA
SECURITY T24091117 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 29-Apr-2011
ISIN IT0003849244 AGENDA 702874315 - 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 2 MAY 2011 AT 10:00
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS-WILL REMAIN VALID FOR ALL
CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.
1 Approval of the balancesheet as of 31 December 2010 and Management For For
consequential resolutions
2 Approval of stock option plan ex art 114 BIS TUF Management For For
3 Authorisation to buy and sell own shares Management For For
4 Presentation of the report on the general politics of the Management For For
executive directors remuneration
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
MODIFICATION OF TEXT IN RESOLUTION-1 AND CHANGE IN
MEETING TYPE. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE D-O NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCT-IONS. THANK YOU.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 24
The Gabelli Value Fund Inc.
KELLOGG COMPANY
SECURITY 487836108 MEETING TYPE Annual
TICKER SYMBOL K MEETING DATE 29-Apr-2011
ISIN US4878361082 AGENDA 933383109 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 JOHN BRYANT For For
2 ROGELIO REBOLLEDO For For
3 STERLING SPEIRN For For
4 JOHN ZABRISKIE For For
02 APPROVAL OF THE KELLOGG COMPANY SENIOR Management For For
EXECUTIVE ANNUAL INCENTIVE PLAN.
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 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS KELLOGG'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR 2011.
06 SHAREOWNER PROPOSAL, IF PROPERLY PRESENTED AT Shareholder Against For
THE MEETING, TO ADOPT SIMPLE MAJORITY VOTE.
07 SHAREOWNER PROPOSAL, IF PROPERLY PRESENTED AT Shareholder Against For
THE MEETING, TO ENACT A MAJORITY VOTING
REQUIREMENT FOR THE ELECTION OF DIRECTORS.
FERRO CORPORATION
SECURITY 315405100 MEETING TYPE Annual
TICKER SYMBOL FOE MEETING DATE 29-Apr-2011
ISIN US3154051003 AGENDA 933404042 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 SANDRA AUSTIN CRAYTON Withheld Against
2 RICHARD J. HIPPLE Withheld Against
3 WILLIAM B. LAWRENCE Withheld Against
4 TIMOTHY K. PISTELL Withheld Against
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTANT.
03 APPROVAL, IN A NON-BINDING ADVISORY VOTE, OF THE Management Abstain Against
COMPENSATION FOR NAMED EXECUTIVE OFFICERS AS
DISCLOSED IN THIS PROXY STATEMENT.
04 RECOMMENDATION, IN A NON-BINDING ADVISORY VOTE, Management Abstain Against
FOR THE FREQUENCY OF FUTURE ADVISORY VOTES ON
EXECUTIVE COMPENSATION.
GRUPO TELEVISA, S.A.B.
SECURITY 40049J206 MEETING TYPE Annual
TICKER SYMBOL TV MEETING DATE 29-Apr-2011
ISIN US40049J2069 AGENDA 933432851 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
I APPOINTMENT OR RATIFICATION, AS THE CASE MAY BE, OF Management For For
THE MEMBERS OF THE BOARD OF DIRECTORS TO BE APPOINTED AT THIS
MEETING PURSUANT TO ARTICLES TWENTY SIXTH, TWENTY SEVENTH AND
OTHER APPLICABLE ARTICLES OF THE CORPORATE BY-LAWS.
II APPOINTMENT OF DELEGATES TO CARRY OUT AND Management For For
FORMALIZE THE RESOLUTIONS ADOPTED AT THIS
MEETING.
SWEDISH MATCH AB, STOCKHOLM
SECURITY W92277115 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 02-May-2011
ISIN SE0000310336 AGENDA 702874353 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting
ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU
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 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
1 Opening of the Meeting and election of the Chairman of the Non-Voting
Meeting: Sven-Unger
2 Preparation and approval of the voting list Non-Voting
3 Election of one or two persons, to verify the Minutes Non-Voting
4 Determination of whether the Meeting has been duly convened Non-Voting
5 Approval of the Agenda Non-Voting
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 25
The Gabelli Value Fund Inc.
6 Presentation of the Annual Report and the Auditors' Report, the Non-Voting
Consolidated-Financial Statements and the Auditors' Report on
the Consolidated Financial-Statements for 2010, the Auditors'
Statement regarding compliance with the-principles for
determination of remuneration to senior executives as well
as-the Board of Directors' motion regarding the allocation of
profit and- explanatory statements. In connection therewith,
the President's address and-the report regarding the work of
the Board of Directors and the work and-function of
the Audit Committee
7 Adoption of the Income Statement and Balance Sheet and of the Management No Action
Consolidated Income Statement and Consolidated Balance Sheet
8 Resolution in respect of allocation of the Company's profit in Management No Action
accordance with the adopted Balance Sheet and resolution on
record day for dividend
9 Resolution regarding discharge from liability for the Board Management No Action
members and the President
10a Resolution regarding the reduction of the share capital by way of Management No Action
a recall of repurchased shares, and the
transfer of the reduced amount to a fund for use in repurchasing
the Company's own shares; and
10b Resolution regarding a bonus issue Management No Action
11 Resolution regarding the authorization of the Board of Directors Management No Action
to decide on the acquisition of shares in
the Company
12 Adoption of principles for determination of remuneration payable Management No Action
to senior executives. In connection
therewith the report regarding the work and function of
the Compensation Committee
13 Determination of the number of Board members to be elected by Management No Action
the Meeting: The Board of Directors shall
comprise six members elected by the Annual General Meeting and no
Deputies
14 Determination of the remuneration to be paid to the Board of Management No Action
Directors
15 Election of members of the Board, the Chairman of the Board and Management No Action
the Deputy Chairman of the Board: The
following Board members are proposed for re-election: Andrew
Cripps, Karen Guerra, Conny Karlsson, and Meg Tiveus. The
Nominating Committee proposes the election of Robert F. Sharpe
and Joakim Westh as new members of the Board. Conny Karlsson is
proposed to be re- elected as Chairman of the Board and Andrew
Cripps is proposed be re-elected as Deputy Chairman of the Board
16 Resolution regarding the procedure for appointing members to the Management No Action
Nominating Committee and the matter of remuneration for the
Nominating Committee, if any
17 Adoption of Instructions for Swedish Match AB's Nominating Management No Action
Committee
AMERICAN EXPRESS COMPANY
SECURITY 025816109 MEETING TYPE Annual
TICKER SYMBOL AXP MEETING DATE 02-May-2011
ISIN US0258161092 AGENDA 933388995 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 D.F. AKERSON For For
2 C. BARSHEFSKY For For
3 U.M. BURNS For For
4 K.I. CHENAULT For For
5 P. CHERNIN For For
6 T.J. LEONSIS For For
7 J. LESCHLY For For
8 R.C. LEVIN For For
9 R.A. MCGINN For For
10 E.D. MILLER For For
11 S.S REINEMUND For For
12 R.D. WALTER For For
13 R.A. WILLIAMS For For
02 RATIFICATION OF APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
04 ADVISORY VOTE ON FREQUENCY OF ADVISORY Management Abstain Against
EXECUTIVE COMPENSATION VOTE.
05 SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE Shareholder Against For
VOTING FOR DIRECTORS.
06 SHAREHOLDER PROPOSAL RELATING TO THE CALLING OF Shareholder Against For
SPECIAL SHAREHOLDER MEETINGS.
COOPER INDUSTRIES PLC
SECURITY G24140108 MEETING TYPE Annual
TICKER SYMBOL CBE MEETING DATE 02-May-2011
ISIN IE00B40K9117 AGENDA 933389531 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: LINDA A. HILL Management For For
1B ELECTION OF DIRECTOR: JAMES J. POSTL Management For For
1C ELECTION OF DIRECTOR: MARK S. THOMPSON Management For For
02 TO RECEIVE AND CONSIDER THE COMPANY'S IRISH Management For For
STATUTORY ACCOUNTS AND THE RELATED REPORTS OF
THE DIRECTORS AND AUDITORS
03 APPOINT ERNST & YOUNG LLP AS OUR INDEPENDENT Management For For
AUDITORS FOR THE YEAR ENDING 12/31/2011
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 26
The Gabelli Value Fund Inc.
04 TO APPROVE THE 2011 OMNIBUS INCENTIVE Management Against Against
COMPENSATION PLAN
05 TO APPROVE ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
OFFICERS
06 TO RECOMMEND ON AN ADVISORY BASIS THE FREQUENCY Management Abstain Against
OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION
07 TO AUTHORIZE ANY SUBSIDIARY OF THE COMPANY TO Management For For
MAKE MARKET PURCHASES OF COMPANY SHARES
08 TO AUTHORIZE THE REISSUE PRICE RANGE OF TREASURY Management For For
SHARES
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.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
SECURITY 459506101 MEETING TYPE Annual
TICKER SYMBOL IFF MEETING DATE 03-May-2011
ISIN US4595061015 AGENDA 933383008 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: MARGARET HAYES ADAME Management For For
1B ELECTION OF DIRECTOR: MARCELLO BOTTOLI Management For For
1C ELECTION OF DIRECTOR: LINDA B. BUCK Management For For
1D ELECTION OF DIRECTOR: J. MICHAEL COOK Management For For
1E ELECTION OF DIRECTOR: ROGER W. FERGUSON, JR. Management For For
1F ELECTION OF DIRECTOR: ANDREAS FIBIG Management For For
1G ELECTION OF DIRECTOR: ALEXANDRA A. HERZAN Management For For
1H ELECTION OF DIRECTOR: HENRY W. HOWELL, JR. Management For For
1I ELECTION OF DIRECTOR: KATHERINE M. HUDSON Management For For
1J ELECTION OF DIRECTOR: ARTHUR C. MARTINEZ Management For For
1K ELECTION OF DIRECTOR: DALE F. MORRISON Management For For
1L ELECTION OF DIRECTOR: DOUGLAS D. TOUGH Management For For
02 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
2011.
03 ADVISORY VOTE ON THE COMPENSATION PAID TO THE Management Abstain Against
COMPANY'S EXECUTIVE OFFICERS IN 2010.
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE Management Abstain Against
EXECUTIVE COMPENSATION VOTES.
ITT EDUCATIONAL SERVICES, INC.
SECURITY 45068B109 MEETING TYPE Annual
TICKER SYMBOL ESI MEETING DATE 03-May-2011
ISIN US45068B1098 AGENDA 933384961 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: JOHN E. DEAN Management For For
1B ELECTION OF DIRECTOR: JAMES D. FOWLER, JR. Management For For
1C ELECTION OF DIRECTOR: VIN WEBER Management For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP TO SERVE AS ITT EDUCATIONAL SERVICES, INC.'S
(ITT/ESI) INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2011.
03 TO APPROVE, BY A NON-BINDING VOTE, THE COMPENSATION PAID Management Abstain Against
TO ITT/ESI'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED
PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE COMPENSATION
DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND NARRATIVE
DISCUSSION, IN ITT/ESI'S PROXY STATEMENT.
04 TO APPROVE, BY A NON-BINDING VOTE, HOLDING FUTURE Management Abstain Against
SHAREHOLDER VOTES TO APPROVE THE COMPENSATION PAID TO
ITT/ESI'S NAMED EXECUTIVE OFFICERS EVERY ONE, TWO, OR
THREE YEARS.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 27
The Gabelli Value Fund Inc.
WELLS FARGO & COMPANY
SECURITY 949746101 MEETING TYPE Annual
TICKER SYMBOL WFC MEETING DATE 03-May-2011
ISIN US9497461015 AGENDA 933389151 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: JOHN D. BAKER II Management For For
1B ELECTION OF DIRECTOR: JOHN S. CHEN Management For For
1C ELECTION OF DIRECTOR: LLOYD H. DEAN Management For For
1D ELECTION OF DIRECTOR: SUSAN E. ENGEL Management For For
1E ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR. Management For For
1F ELECTION OF DIRECTOR: DONALD M. JAMES Management For For
1G ELECTION OF DIRECTOR: MACKEY J. MCDONALD Management For For
1H ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN Management For For
1I ELECTION OF DIRECTOR: NICHOLAS G. MOORE Management For For
1J ELECTION OF DIRECTOR: PHILIP J. QUIGLEY Management For For
1K ELECTION OF DIRECTOR: JUDITH M. RUNSTAD Management For For
1L ELECTION OF DIRECTOR: STEPHEN W. SANGER Management For For
1M ELECTION OF DIRECTOR: JOHN G. STUMPF Management For For
1N ELECTION OF DIRECTOR: SUSAN G. SWENSON Management For For
02 PROPOSAL TO APPROVE AN ADVISORY RESOLUTION TO Management Abstain Against
APPROVE THE NAMED EXECUTIVES' COMPENSATION.
03 ADVISORY PROPOSAL ON THE FREQUENCY OF FUTURE Management Abstain Against
ADVISORY VOTES REGARDING NAMED EXECUTIVES'
COMPENSATION.
04 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT AUDITORS FOR 2011.
05 STOCKHOLDER PROPOSAL REGARDING AN AMENDMENT Shareholder Against For
TO THE COMPANY'S BY-LAWS TO ALLOW HOLDERS OF 10%
OF THE COMPANY'S COMMON STOCK TO CALL SPECIAL
MEETINGS OF STOCKHOLDERS.
06 STOCKHOLDER PROPOSAL TO PROVIDE FOR CUMULATIVE Shareholder Against For
VOTING IN CONTESTED DIRECTOR ELECTIONS.
07 STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF Shareholder Against For
A POLICY TO REQUIRE AN INDEPENDENT CHAIRMAN.
08 STOCKHOLDER PROPOSAL REGARDING AN ADVISORY Shareholder Against For
VOTE ON DIRECTOR COMPENSATION.
09 STOCKHOLDER PROPOSAL REGARDING AN INVESTIGATION Shareholder Against For
AND REPORT ON INTERNAL CONTROLS FOR MORTGAGE
SERVICING OPERATIONS.
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.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 28
The Gabelli Value Fund Inc.
ECHOSTAR CORPORATION
SECURITY 278768106 MEETING TYPE Annual
TICKER SYMBOL SATS MEETING DATE 03-May-2011
ISIN US2787681061 AGENDA 933390205 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 JOSEPH P. CLAYTON For For
2 R. STANTON DODGE For For
3 MICHAEL T. DUGAN For For
4 CHARLES W. ERGEN For For
5 DAVID K. MOSKOWITZ For For
6 TOM A. ORTOLF For For
7 C. MICHAEL SCHROEDER For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR 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 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY Management For For
COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT THEREOF.
BBA AVIATION PLC
SECURITY G08932165 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 04-May-2011
ISIN GB00B1FP8915 AGENDA 702851836 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1 To receive and adopt the audited financial statements of the Management For For
Company for the year ended 31 December 2010 together with
the reports of the directors and auditors thereon
2 To elect Mark Hoad as a director Management For For
3 To re-elect Mark Harper as a director Management For For
4 To re-elect Michael Harper as a director Management For For
5 To re-elect Nick Land as a director Management For For
6 To re-elect Simon Pryce as a director Management For For
7 To re-elect Peter Ratcliffe as a director Management For For
8 To re-elect Hansel Tookes as a director Management For For
9 To re-appoint Deloitte LLP as auditors Management For For
10 To authorise the directors to fix the auditors' remuneration Management For For
11 To declare a dividend of 5.7p per share on the ordinary shares of Management For For
the Company
12 The directors be generally and unconditionally authorised to Management For For
allot shares in the Company and to grant rights to subscribe for
or convert any security into shares in the Company: (A) up to a
nominal amount of GBP 47,186,254 (such amount to be reduced
by the nominal amount allotted or granted under paragraph (B) in
excess of such sum); and (B) comprising equity securities (as
defined in section 560(1) of the Companies Act 2006) up to a
nominal amount of GBP 94,372,509 (including within such limit
any relevant securities allotted under paragraph (A) above) 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 CONTD
CONT CONTD otherwise consider necessary, and so that the directors Non-Voting
may impose any-limits or restrictions and 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 any other matter, such authorities to-apply until
the end of next year's annual general meeting (or, if
earlier,-until the close of business
on 30 June 2012) but, in each case, so that the-Company may
make offers and enter into agreements during the relevant period-
which would, or might, require relevant securities to be allotted
after the-authority ends and the directors may allot relevant
securities under any such-offer or agreement as if the authority
had not ended
13 That if resolution 12 is passed, the directors be given power to Management For For
allot equity securities (as defined in the Companies Act 2006)
for cash under the authority given by that resolution and/or
to sell ordinary shares held by the Company as treasury shares
for cash as if section 561 of the Companies Act 2006 did not
apply to any such allotment or sale, such power to be limited:
(A) 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 12, 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
the rights of those securities or, as the directors
otherwise consider CONTD
CONT CONTD necessary, and so that the directors may impose any Non-Voting
limits or-restrictions and 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
any other matter; and (B) in the case of the authority
granted-under paragraph (A) of resolution 12 and/or in the case
of any sale of-treasury shares for
cash, to the allotment (otherwise than under paragraph-(A) above)
of equity securities or sale of treasury shares up to a nominal-
amount of GBP 7,077,938, such power to apply until the end of
next year's-annual general meeting (or, if earlier, until the
close of business on 30-June 2012) but during this period the
Company may make offers, and enter into-CONTD
CONT CONTD agreements, which would, or might, require Non-Voting
equity securities, to be-allotted after the power ends and
the directors may allot equity securities-under any such offer or
agreement as if the power had not ended
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 29
The Gabelli Value Fund Inc.
14 That the Company is hereby generally and unconditionally Management For For
authorised for the purposes of section 701 of the Companies Act
2006 to make market purchases (within the meaning of section
693(4) of such Act) on the London Stock Exchange of ordinary
shares of 29 16/21p each in the capital of the Company ("ordinary
shares") provided that: (A) the maximum aggregate number of
ordinary shares authorised to be purchased is 71,298,053
(representing approximately 14.99 per cent of the present
issued ordinary share capital of the Company); (B) the minimum
price (excluding stamp duty and expenses) which may be paid for
an ordinary share so purchased is 29 16/21p; (C) the maximum price
(excluding stamp duty and expenses) which may be paid for an
ordinary share so purchased is the highest of (i) an amount
equal to 5 per cent CONTD
CONT CONTD above the average of the middle market quotations Non-Voting
shown for an ordinary-share in the London Stock Exchange Daily
Official List on the five business-days immediately preceding the
day on which that ordinary share is contracted-to be purchased
and (ii) the higher of the price of the last independent-trade
and the highest current independent bid on the trading venues
where the-purchase is carried out; (D) the authority hereby
conferred shall expire at-the conclusion of the annual general
meeting to be held in 2012, unless such-authority is renewed,
varied or revoked prior to such time; (E) the Company-may prior
to the expiry of such authority make a contract to purchase-
ordinary shares under the authority hereby conferred which will
or may be-executed wholly or partly after the expiry of such
authority, and may CONTD
CONT CONTD make a purchase of ordinary shares in pursuance Non-Voting
of any such contract;-and (F) all ordinary shares
purchased pursuant to the said authority shall-either: (i) be
cancelled immediately upon completion of the purchase; or (ii)-be
held, sold, transferred or otherwise dealt with as treasury
shares in-accordance with the provisions of the Companies
Act 2006
15 That the Directors' Remuneration Report as set out on pages 75 Management For For
to 83 of the Annual Report 2010 be approved
16 That a general meeting of the Company other than an annual Management For For
general meeting may be called on not less than 14 clear days'
notice
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.
METTLER-TOLEDO INTERNATIONAL INC.
SECURITY 592688105 MEETING TYPE Annual
TICKER SYMBOL MTD MEETING DATE 04-May-2011
ISIN US5926881054 AGENDA 933384024 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: ROBERT F. SPOERRY Management For For
1B ELECTION OF DIRECTOR: WAH-HUI CHU Management For For
1C ELECTION OF DIRECTOR: FRANCIS A. CONTINO Management For For
1D ELECTION OF DIRECTOR: OLIVIER A. FILLIOL Management For For
1E ELECTION OF DIRECTOR: MICHAEL A. KELLY Management For For
1F ELECTION OF DIRECTOR: MARTIN D. MADAUS Management For For
1G ELECTION OF DIRECTOR: HANS ULRICH MAERKI Management For For
1H ELECTION OF DIRECTOR: GEORGE M. MILNE Management For For
1I ELECTION OF DIRECTOR: THOMAS P. SALICE Management For For
02 APPROVAL OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM.
03 APPROVAL OF THE POBS PLUS INCENTIVE SYSTEM FOR Management For For
GROUP MANAGEMENT.
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.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 30
The Gabelli Value Fund Inc.
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.
MATERION CORPORATION
SECURITY 576690101 MEETING TYPE Annual
TICKER SYMBOL MTRN MEETING DATE 04-May-2011
ISIN US5766901012 AGENDA 933397499 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 JOSEPH P. KEITHLEY For For
2 N. MOHAN REDDY For For
3 CRAIG S. SHULAR For For
02 TO APPROVE THE AMENDED AND RESTATED MATERION Management For For
CORPORATION 2006 STOCK INCENTIVE PLAN
03 TO APPROVE THE AMENDED AND RESTATED MATERION Management For For
CORPORATION 2006 NON-EMPLOYEE DIRECTOR EQUITY
PLAN
04 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF THE COMPANY
05 TO APPROVE, BY NON-BINDING VOTE, NAMED EXECUTIVE Management Abstain Against
OFFICER COMPENSATION
06 TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY Management Abstain Against
OF NAMED EXECUTIVE OFFICER COMPENSATION VOTES
CONSOL ENERGY INC.
SECURITY 20854P109 MEETING TYPE Annual
TICKER SYMBOL CNX MEETING DATE 04-May-2011
ISIN US20854P1093 AGENDA 933401135 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 J. BRETT HARVEY For For
2 JOHN WHITMIRE For For
3 PHILIP W. BAXTER For For
4 JAMES E. ALTMEYER, SR. For For
5 WILLIAM E. DAVIS For For
6 RAJ K. GUPTA For For
7 PATRICIA A. HAMMICK For For
8 DAVID C. HARDESTY, JR. For For
9 JOHN T. MILLS For For
10 WILLIAM P. POWELL For For
11 JOSEPH T. WILLIAMS For For
02 RATIFICATION OF ANTICIPATED SELECTION OF Management For For
INDEPENDENT AUDITOR: ERNST & YOUNG LLP.
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.
KINROSS GOLD CORPORATION
SECURITY 496902404 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL KGC MEETING DATE 04-May-2011
ISIN CA4969024047 AGENDA 933413724 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 JOHN A. BROUGH For For
2 TYE W. BURT For For
3 JOHN K. CARRINGTON For For
4 RICHARD P. CLARK For For
5 JOHN M.H. HUXLEY For For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 31
The Gabelli Value Fund Inc.
6 JOHN A. KEYES For For
7 C. MCLEOD-SELTZER For For
8 GEORGE F. MICHALS For For
9 JOHN E. OLIVER For For
10 TERENCE C.W. REID For For
02 TO APPROVE THE APPOINTMENT OF KPMG LLP, Management For For
CHARTERED ACCOUNTANTS, AS AUDITORS OF THE COMPANY FOR THE
ENSUING YEAR AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION.
03 TO CONSIDER, AND IF DEEMED APPROPRIATE, TO PASS, Management For For
WITH OR WITHOUT VARIATION, A RESOLUTION AMENDING
THE SHARE INCENTIVE PLAN OF THE COMPANY TO INCREASE THE NUMBER OF
COMMON SHARES RESERVED FOR ISSUANCE THEREUNDER FROM 22,833,333 TO
26,833,333.
04 TO CONSIDER, AND IF DEEMED APPROPRIATE, TO PASS, Management For For
WITH OR WITHOUT VARIATION, A RESOLUTION AMENDING
THE RESTRICTED SHARE PLAN OF THE COMPANY TO INCREASE THE NUMBER OF
COMMON SHARES RESERVED FOR ISSUANCE THEREUNDER FROM 8,000,000 TO
20,000,000.
05 TO CONSIDER, AND IF DEEMED APPROPRIATE, TO PASS, Management For For
AN ADVISORY RESOLUTION ON KINROSS' APPROACH TO
EXECUTIVE COMPENSATION.
AMPCO-PITTSBURGH CORPORATION
SECURITY 032037103 MEETING TYPE Annual
TICKER SYMBOL AP MEETING DATE 05-May-2011
ISIN US0320371034 AGENDA 933390685 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 WILLIAM K. LIEBERMAN For For
2 STEPHEN E. PAUL For For
3 C.H. PFORZHEIMER, III For For
02 TO APPROVE, IN A NON-BINDING VOTE, THE Management Abstain Against
COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.
03 TO RECOMMEND, IN A NON-BINDING VOTE, THE Management Abstain Against
FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE
COMPENSATION.
04 TO APPROVE THE AMPCO-PITTSBURGH CORPORATION Management Against Against
2011 OMNIBUS INCENTIVE PLAN.
05 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 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 PRICEWATERHOUSECOOPERS Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR FISCAL YEAR 2011.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 32
The Gabelli Value Fund Inc.
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.
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.
ROLLS-ROYCE GROUP PLC, LONDON
SECURITY G7630U109 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 06-May-2011
ISIN GB0032836487 AGENDA 702859553 - 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 Implement the Scheme of Arrangement Management For For
ROLLS-ROYCE GROUP PLC, LONDON
SECURITY G7630U109 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 06-May-2011
ISIN GB0032836487 AGENDA 702859565 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1 To receive the Director's report and financial statements for the Management For For
year ended December 31, 2010
2 To approve the Director's remuneration report for the year ended Management For For
December 31, 2010
3 To re-elect Sir Simon Robertson as a director of the Company Management For For
4 To re-elect John Rishton as a director of the Company Management For For
5 To re-elect Helen Alexander CBE a director of the Company Management For For
6 To re-elect Peter Byrom as a director of the Company Management For For
7 To re-elect Iain Conn as a director of the Company Management For For
8 To re-elect Peter Gregson as a director of the Company Management For For
9 To re-elect James Guyette as a director of the Company Management For For
10 To re-elect John McAdam as a director of the Company Management For For
11 To re-elect John Neill CBE as a director of the Company Management For For
12 To re-elect Andrew Shilston as a director of the Company Management For For
13 To re-elect Colin Smith as a director of the Company Management For For
14 To re-elect Ian Strachan as a director of the Company Management For For
15 To re-elect Mike Terrett as a director of the Company Management For For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 33
The Gabelli Value Fund Inc.
16 To re-appoint the auditors Management For For
17 To authorise the directors to agree the auditor's remuneration Management For For
18 To approve payment to shareholders Management For For
19 To authorise political donation and political expenditure Management For For
20 To approve the Rolls-Royce plc Share Purchase Plan Management For For
21 To approve the Rolls-Royce UK Share Save Plan Management For For
22 To approve the Rolls-Royce International Share Save Plan Management For For
23 To adopt amended Articles of Association Management For For
24 To authorise the directors to call general meetings on not less Management For For
than 14 clear day's notice
25 To authorise the directors to allot shares (s.551) Management For For
26 To disapply pre-emption rights (s.561) Management For For
27 To authorise the Company to purchase its own ordinary shares Management For For
28 To implement the Scheme of Arrangement Management For For
ARTIO GLOBAL INVESTORS
SECURITY 04315B107 MEETING TYPE Annual
TICKER SYMBOL ART MEETING DATE 06-May-2011
ISIN US04315B1070 AGENDA 933388476 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 ELIZABETH BUSE For For
2 FRANCIS LEDWIDGE For For
02 APPROVAL OF THE COMPENSATION OF THE COMPANY'S Management Abstain Against
NAMED EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT TO ITEM 402
OF REGULATION S-K, INCLUDING THE COMPENSATION DISCUSSION AND
ANALYSIS, THE COMPENSATION TABLES, AND THE RELATED DISCLOSURE
CONTAINED IN THE 2011 PROXY STATEMENT.
03 FREQUENCY OF CONDUCTING AN ADVISORY VOTE ON Management Abstain Against
EXECUTIVE COMPENSATION.
04 THE RATIFICATION OF KPMG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2011.
THE BRINK'S COMPANY
SECURITY 109696104 MEETING TYPE Annual
TICKER SYMBOL BCO MEETING DATE 06-May-2011
ISIN US1096961040 AGENDA 933392300 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 APPROVE AMENDMENTS TO THE AMENDED AND Management For For
RESTATED ARTICLES OF INCORPORATION RELATING TO
THE SIZE OF THE BOARD OF DIRECTORS.
02 DIRECTOR Management
1 MARC C. BRESLAWSKY For For
2 MICHAEL T. DAN For For
03 APPROVE THE AMENDED AND RESTATED KEY EMPLOYEES Management For For
INCENTIVE PLAN.
04 APPROVE A NON-BINDING ADVISORY RESOLUTION Management Abstain Against
RELATING TO THE COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS.
05 PROVIDE A NON-BINDING ADVISORY VOTE AS TO THE Management Abstain Against
FREQUENCY (EVERY ONE, TWO OR THREE YEARS) OF THE
NON-BINDING SHAREHOLDER VOTE ON THE
COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.
06 APPROVE THE AUDIT AND ETHICS COMMITTEE'S Management For For
SELECTION OF KPMG LLP AS AN INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT THE ACCOUNTS OF THE
COMPANY AND ITS SUBSIDIARIES FOR 2011.
OCCIDENTAL PETROLEUM CORPORATION
SECURITY 674599105 MEETING TYPE Annual
TICKER SYMBOL OXY MEETING DATE 06-May-2011
ISIN US6745991058 AGENDA 933401060 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: SPENCER ABRAHAM Management For For
1B ELECTION OF DIRECTOR: HOWARD I. ATKINS Management For For
1C ELECTION OF DIRECTOR: STEPHEN I. CHAZEN Management For For
1D ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN Management For For
1E ELECTION OF DIRECTOR: JOHN E. FEICK Management For For
1F ELECTION OF DIRECTOR: MARGARET M. FORAN Management For For
1G ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ Management For For
1H ELECTION OF DIRECTOR: RAY R. IRANI Management For For
1I ELECTION OF DIRECTOR: AVEDICK B. POLADIAN Management For For
1J ELECTION OF DIRECTOR: RODOLFO SEGOVIA Management For For
1K ELECTION OF DIRECTOR: AZIZ D. SYRIANI Management For For
1L ELECTION OF DIRECTOR: ROSEMARY TOMICH Management For For
1M ELECTION OF DIRECTOR: WALTER L. WEISMAN Management For For
02 RATIFICATION OF SELECTION OF KPMG AS INDEPENDENT Management For For
AUDITORS.
03 ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION. Management Abstain Against
04 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON Management Abstain Against
EXECUTIVE COMPENSATION.
05 REPORT ON POLITICAL EXPENDITURES AND SPENDING Shareholder Against For
PROCESSES.
06 REQUIRED NOMINATION OF DIRECTOR WITH Shareholder Against For
ENVIRONMENTAL EXPERTISE.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 34
The Gabelli Value Fund Inc.
CURTISS-WRIGHT CORPORATION
SECURITY 231561101 MEETING TYPE Annual
TICKER SYMBOL CW MEETING DATE 06-May-2011
ISIN US2315611010 AGENDA 933404167 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 MARTIN R. BENANTE For For
2 S. MARCE FULLER For For
3 ALLEN A. KOZINSKI For For
4 JOHN R. MYERS For For
5 JOHN B. NATHMAN For For
6 ROBERT J. RIVET For For
7 WILLIAM W. SIHLER For For
8 ALBERT E. SMITH For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
03 PROPOSAL TO APPROVE THE AMENDMENT TO THE Management For For
COMPANY'S INCENTIVE COMPENSATION PLAN.
04 PROPOSAL TO APPROVE THE AMENDMENTS TO THE Management For For
COMPANY'S EMPLOYEE STOCK PURCHASE PLAN.
05 PROPOSAL ON ADVISORY (NON-BINDING) VOTE ON Management Abstain Against
EXECUTIVE COMPENSATION.
06 PROPOSAL ON ADVISORY (NON-BINDING) VOTE ON Management Abstain Against
FREQUENCY OF STOCKHOLDER ADVISORY VOTES ON
EXECUTIVE COMPENSATION.
THE GOLDMAN SACHS GROUP, INC.
SECURITY 38141G104 MEETING TYPE Annual
TICKER SYMBOL GS MEETING DATE 06-May-2011
ISIN US38141G1040 AGENDA 933405397 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: LLOYD C. BLANKFEIN Management For For
1B ELECTION OF DIRECTOR: JOHN H. BRYAN Management For For
1C ELECTION OF DIRECTOR: GARY D. COHN Management For For
1D ELECTION OF DIRECTOR: CLAES DAHLBACK Management For For
1E ELECTION OF DIRECTOR: STEPHEN FRIEDMAN Management For For
1F ELECTION OF DIRECTOR: WILLIAM W. GEORGE Management For For
1G ELECTION OF DIRECTOR: JAMES A. JOHNSON Management For For
1H ELECTION OF DIRECTOR: LOIS D. JULIBER Management For For
1I ELECTION OF DIRECTOR: LAKSHMI N. MITTAL Management For For
1J ELECTION OF DIRECTOR: JAMES J. SCHIRO Management For For
02 ADVISORY VOTE ON EXECUTIVE COMPENSATION MATTERS Management Abstain Against
(SAY ON PAY)
03 ADVISORY VOTE ON THE FREQUENCY OF SAY ON PAY Management Abstain Against
04 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR 2011
FISCAL YEAR
05 SHAREHOLDER PROPOSAL REGARDING CUMULATIVE Shareholder Against For
VOTING
06 SHAREHOLDER PROPOSAL REGARDING SPECIAL Shareholder Against For
SHAREOWNER MEETINGS
07 SHAREHOLDER PROPOSAL REGARDING EXECUTIVE Shareholder Against For
COMPENSATION AND LONG-TERM PERFORMANCE
08 SHAREHOLDER PROPOSAL REGARDING A REPORT ON Shareholder Against For
SENIOR EXECUTIVE COMPENSATION
09 SHAREHOLDER PROPOSAL REGARDING A REPORT ON Shareholder Against For
CLIMATE CHANGE RISK DISCLOSURE
10 SHAREHOLDER PROPOSAL REGARDING A REPORT ON Shareholder Against For
POLITICAL CONTRIBUTIONS
KERRY GROUP PLC
SECURITY G52416107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 10-May-2011
ISIN IE0004906560 AGENDA 702954163 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1 Report and Accounts Management For For
2 Declaration of Dividend Management For For
3A1 Re-election of Mr. Kieran Breen (in accordance with Article 102) Management For For
3A2 Re-election of Mr. Patrick Flahive (in accordance with Article Management For For
102)
3B1 Re-election of Mr. Denis Buckley (in accordance with Combined Management For For
Code)
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 35
The Gabelli Value Fund Inc.
3B2 Re-election of Mr. Gerry Behan (in accordance with Combined Management For For
Code)
3B3 Re-election of Mr. Denis Carroll (in accordance with Combined Management For For
Code)
3B4 Re-election of Mr. Michael Dowling (in accordance with Combined Management For For
Code)
3B5 Re-election of Mr. Michael Fleming (in accordance with Combined Management For For
Code)
3B6 Re-election of Mr. Noel Greene (in accordance with Combined Management For For
Code)
3B7 Re-election of Mr. Flor Healy (in accordance with Combined Management For For
Code)
3b8 Re-election of Mr. Kevin Kelly (in accordance with Combined Management For For
Code)
3B9 Re-election of Mr. Stan McCarthy (in accordance with Combined Management For For
Code)
3B10 Re-election of Mr. Brian Mehigan (in accordance with Combined Management For For
Code)
3B11 Re-election of Mr. Gerard O Hanlon (in accordance with Management For For
Combined Code)
3B12 Re-election of Mr. Denis Wallis (in accordance with Combined Management For For
Code)
4 Remuneration of Auditors Management For For
5 Ordinary Resolution (Remuneration Report) Management For For
6 Ordinary Resolution (Section 20 Authority) Management For For
7 Special Resolution (Disapplication Section 23) Management For For
8 Special Resolution (To authorise the company to make market Management For For
purchases of its own shares)
LOEWS CORPORATION
SECURITY 540424108 MEETING TYPE Annual
TICKER SYMBOL L MEETING DATE 10-May-2011
ISIN US5404241086 AGENDA 933392019 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: ANN E. BERMAN Management For For
1B ELECTION OF DIRECTOR: JOSEPH L. BOWER Management For For
1C ELECTION OF DIRECTOR: CHARLES M. DIKER Management For For
1D ELECTION OF DIRECTOR: JACOB A. FRENKEL Management For For
1E ELECTION OF DIRECTOR: PAUL J. FRIBOURG Management For For
1F ELECTION OF DIRECTOR: WALTER L. HARRIS Management For For
1G ELECTION OF DIRECTOR: PHILIP A. LASKAWY Management For For
1H ELECTION OF DIRECTOR: KEN MILLER Management For For
1I ELECTION OF DIRECTOR: GLORIA R. SCOTT Management For For
1J ELECTION OF DIRECTOR: ANDREW H. TISCH Management For For
1K ELECTION OF DIRECTOR: JAMES S. TISCH Management For For
1L ELECTION OF DIRECTOR: JONATHAN M. TISCH Management For For
02 APPROVE, BY ADVISORY VOTE, EXECUTIVE Management Abstain Against
COMPENSATION
03 RECOMMEND, BY ADVISORY VOTE, THE FREQUENCY OF Management Abstain Against
FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
04 RATIFY DELOITTE & TOUCHE LLP AS INDEPENDENT Management For For
AUDITORS
05 SHAREHOLDER PROPOSAL - CUMULATIVE VOTING Shareholder Against For
WATERS CORPORATION
SECURITY 941848103 MEETING TYPE Annual
TICKER SYMBOL WAT MEETING DATE 10-May-2011
ISIN US9418481035 AGENDA 933392223 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1 DIRECTOR Management
1 JOSHUA BEKENSTEIN For For
2 MICHAEL J. BERENDT, PHD For For
3 DOUGLAS A. BERTHIAUME For For
4 EDWARD CONARD For For
5 LAURIE H. GLIMCHER, M.D For For
6 CHRISTOPHER A. KUEBLER For For
7 WILLIAM J. MILLER For For
8 JOANN A. REED For For
9 THOMAS P. SALICE For For
2 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2011.
3 TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE Management Abstain Against
COMPENSATION.
4 TO APPROVE, BY NON-BINDING VOTE, THE FREQUENCY OF Management Abstain Against
EXECUTIVE COMPENSATION VOTES.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 36
The Gabelli Value Fund Inc.
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
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.
NORTHEAST UTILITIES
SECURITY 664397106 MEETING TYPE Annual
TICKER SYMBOL NU MEETING DATE 10-May-2011
ISIN US6643971061 AGENDA 933399289 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 RICHARD H. BOOTH For For
2 JOHN S. CLARKESON For For
3 COTTON M. CLEVELAND For For
4 SANFORD CLOUD, JR. For For
5 JOHN G. GRAHAM For For
6 ELIZABETH T. KENNAN For For
7 KENNETH R. LEIBLER For For
8 ROBERT E. PATRICELLI For For
9 CHARLES W. SHIVERY For For
10 JOHN F. SWOPE For For
11 DENNIS R. WRAASE For For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 37
The Gabelli Value Fund Inc.
02 "RESOLVED, THAT THE COMPENSATION PAID TO THE Management Abstain Against
COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT TO THE
COMPENSATION DISCLOSURE RULES OF THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS,
THE COMPENSATION TABLES AND ANY RELATED MATERIAL DISCLOSED
IN THIS PROXY STATEMENT, IS HEREBY APPROVED".
03 "RESOLVED, THAT THE SHAREHOLDERS OF THE COMPANY Management Abstain Against
APPROVE, ON AN ADVISORY BASIS, THAT THE ADVISORY
VOTE ON EXECUTIVE COMPENSATION, COMMONLY KNOWN AS "SAY-ON-PAY,"
BE CONDUCTED EVERY 1, 2 OR 3 YEARS, BEGINNING WITH
THIS ANNUAL MEETING".
04 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS Management For For
THE COMPANY'S INDEPENDENT AUDITORS FOR 2011
NII HOLDINGS, INC.
SECURITY 62913F201 MEETING TYPE Annual
TICKER SYMBOL NIHD MEETING DATE 10-May-2011
ISIN US62913F2011 AGENDA 933406604 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 CHARLES M. HERINGTON For For
2 ROSENDO G. PARRA For For
3 JOHN W. RISNER For For
02 A NON-BINDING STOCKHOLDER ADVISORY VOTE ON Management Abstain Against
EXECUTIVE COMPENSATION.
03 A NON-BINDING STOCKHOLDER ADVISORY VOTE ON Management Abstain Against
FREQUENCY OF HOLDING AN ADVISORY VOTE ON
EXECUTIVE COMPENSATION.
04 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2011.
GRIFFIN LAND & NURSERIES, INC.
SECURITY 398231100 MEETING TYPE Annual
TICKER SYMBOL GRIF MEETING DATE 10-May-2011
ISIN US3982311009 AGENDA 933420781 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 WINSTON J. CHURCHILL JR For For
2 EDGAR M. CULLMAN For For
3 DAVID M. DANZIGER For For
4 FREDERICK M. DANZIGER For For
5 THOMAS C. ISRAEL For For
6 ALBERT H. SMALL, JR. For For
7 DAVID F. STEIN For For
02 RATIFICATION OF THE SELECTION OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANTS.
03 APPROVAL, BY NON-BINDING VOTE, OF THE Management For For
COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
PRESENTED IN GRIFFIN'S PROXY STATEMENT.
04 RECOMMENDATION, BY NON-BINDING VOTE, OF THE Management 1 Year Against
FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE
COMPENSATION.
WATTS WATER TECHNOLOGIES, INC.
SECURITY 942749102 MEETING TYPE Annual
TICKER SYMBOL WTS MEETING DATE 11-May-2011
ISIN US9427491025 AGENDA 933391221 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1 DIRECTOR Management
1 ROBERT L. AYERS For For
2 KENNETT F. BURNES For For
3 RICHARD J. CATHCART For For
4 DAVID J. COGHLAN For For
5 RALPH E. JACKSON, JR. For For
6 JOHN K. MCGILLICUDDY For For
7 MERILEE RAINES For For
2 TO RATIFY THE SELECTION OF KPMG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE CURRENT FISCAL YEAR.
3 TO APPROVE AN ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
4 TO HOLD AN ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 38
The Gabelli Value Fund Inc.
LSI CORPORATION
SECURITY 502161102 MEETING TYPE Annual
TICKER SYMBOL LSI MEETING DATE 11-May-2011
ISIN US5021611026 AGENDA 933395596 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: CHARLES A. HAGGERTY Management For For
1B ELECTION OF DIRECTOR: RICHARD S. HILL Management For For
1C ELECTION OF DIRECTOR: JOHN H.F. MINER Management For For
1D ELECTION OF DIRECTOR: ARUN NETRAVALI Management For For
1E ELECTION OF DIRECTOR: CHARLES C. POPE Management For For
1F ELECTION OF DIRECTOR: GREGORIO REYES Management For For
1G ELECTION OF DIRECTOR: MICHAEL G. STRACHAN Management For For
1H ELECTION OF DIRECTOR: ABHIJIT Y. TALWALKAR Management For For
1I ELECTION OF DIRECTOR: SUSAN M. WHITNEY Management For For
02 TO RATIFY THE AUDIT COMMITTEE'S SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
AUDITORS FOR 2011.
03 TO APPROVE, IN AN ADVISORY VOTE, OUR EXECUTIVE Management Abstain Against
COMPENSATION.
04 TO RECOMMEND, IN AN ADVISORY VOTE, THE FREQUENCY Management Abstain Against
OF FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
CVS CAREMARK CORPORATION
SECURITY 126650100 MEETING TYPE Annual
TICKER SYMBOL CVS MEETING DATE 11-May-2011
ISIN US1266501006 AGENDA 933397110 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: EDWIN M. BANKS Management For For
1B ELECTION OF DIRECTOR: C. DAVID BROWN II Management For For
1C ELECTION OF DIRECTOR: DAVID W. DORMAN Management For For
1D ELECTION OF DIRECTOR: ANNE M. FINUCANE Management For For
1E ELECTION OF DIRECTOR: KRISTEN GIBNEY WILLIAMS Management For For
1F ELECTION OF DIRECTOR: MARIAN L. HEARD Management For For
1G ELECTION OF DIRECTOR: LARRY J. MERLO Management For For
1H ELECTION OF DIRECTOR: JEAN-PIERRE MILLON Management For For
1I ELECTION OF DIRECTOR: TERRENCE MURRAY Management For For
1J ELECTION OF DIRECTOR: C.A. LANCE PICCOLO Management For For
1K ELECTION OF DIRECTOR: RICHARD J. SWIFT Management For For
1L ELECTION OF DIRECTOR: TONY L. WHITE Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE 2011 FISCAL YEAR.
03 PROPOSAL TO APPROVE THE COMPANY'S EXECUTIVE Management Abstain Against
COMPENSATION AS DISCLOSED IN THE PROXY
STATEMENT.
04 FREQUENCY OF FUTURE EXECUTIVE COMPENSATION Management Abstain Against
VOTES.
05 STOCKHOLDER PROPOSAL REGARDING POLITICAL Shareholder Against For
CONTRIBUTIONS AND EXPENDITURES.
06 STOCKHOLDER PROPOSAL REGARDING STOCKHOLDER Shareholder Against For
ACTION BY WRITTEN CONSENT.
CONOCOPHILLIPS
SECURITY 20825C104 MEETING TYPE Annual
TICKER SYMBOL COP MEETING DATE 11-May-2011
ISIN US20825C1045 AGENDA 933398732 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: RICHARD L. ARMITAGE Management For For
1B ELECTION OF DIRECTOR: RICHARD H. AUCHINLECK Management For For
1C ELECTION OF DIRECTOR: JAMES E. COPELAND, JR. Management For For
1D ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN Management For For
1E ELECTION OF DIRECTOR: RUTH R. HARKIN Management For For
1F ELECTION OF DIRECTOR: HAROLD W. MCGRAW III Management For For
1G ELECTION OF DIRECTOR: JAMES J. MULVA Management For For
1H ELECTION OF DIRECTOR: ROBERT A. NIBLOCK Management For For
1I ELECTION OF DIRECTOR: HARALD J. NORVIK Management For For
1J ELECTION OF DIRECTOR: WILLIAM K. REILLY Management For For
1K ELECTION OF DIRECTOR: VICTORIA J. TSCHINKEL Management For For
1L ELECTION OF DIRECTOR: KATHRYN C. TURNER Management For For
1M ELECTION OF DIRECTOR: WILLIAM E. WADE, JR. Management For For
02 PROPOSAL TO RATIFY APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2011.
03 ADVISORY APPROVAL OF EXECUTIVE COMPENSATION. Management Abstain Against
04 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON Management Abstain Against
EXECUTIVE COMPENSATION.
05 APPROVAL OF 2011 OMNIBUS STOCK AND PERFORMANCE Management For For
INCENTIVE PLAN.
06 GENDER EXPRESSION NON-DISCRIMINATION. Shareholder Against For
07 POLITICAL CONTRIBUTIONS. Shareholder Against For
08 REPORT ON GRASSROOTS LOBBYING EXPENDITURES. Shareholder Against For
09 ACCIDENT RISK MITIGATION. Shareholder Against For
10 COMPANY ENVIRONMENTAL POLICY (LOUISIANA Shareholder Against For
WETLANDS).
11 GREENHOUSE GAS REDUCTION TARGETS. Shareholder Against For
12 REPORT ON FINANCIAL RISKS FROM CLIMATE CHANGE. Shareholder Against For
13 CANADIAN OIL SANDS. Shareholder Against For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 39
The Gabelli Value Fund Inc.
THE MOSAIC COMPANY
SECURITY 61945A107 MEETING TYPE Special
TICKER SYMBOL MOS MEETING DATE 11-May-2011
ISIN US61945A1079 AGENDA 933420008 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 TO ADOPT THE MERGER AND DISTRIBUTION AGREEMENT, Management For For
DATED AS OF JANUARY 18, 2011 (AS IT MAY BE AMENDED
FROM TIME TO TIME), BY AND AMONG THE MOSAIC
COMPANY, CARGILL, INCORPORATED, GNS II (U.S.) CORP.,
GNS MERGER SUB LLC, AND, FOR LIMITED PURPOSES SET
FORTH THEREIN, THE MARGARET A. CARGILL
FOUNDATION, AS MORE FULLY DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT.
02 VOTE TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING IF 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 MERGER AND
DISTRIBUTION AGREEMENT.
FORD MOTOR COMPANY
SECURITY 345370860 MEETING TYPE Annual
TICKER SYMBOL F MEETING DATE 12-May-2011
ISIN US3453708600 AGENDA 933396219 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: STEPHEN G. BUTLER Management For For
1B ELECTION OF DIRECTOR: KIMBERLY A. CASIANO Management For For
1C ELECTION OF DIRECTOR: ANTHONY F. EARLEY, JR. Management For For
1D ELECTION OF DIRECTOR: EDSEL B. FORD II Management For For
1E ELECTION OF DIRECTOR: WILLIAM CLAY FORD, JR. Management For For
1F ELECTION OF DIRECTOR: RICHARD A. GEPHARDT Management For For
1G ELECTION OF DIRECTOR: JAMES H. HANCE, JR. Management For For
1H ELECTION OF DIRECTOR: IRVINE O. HOCKADAY, JR. Management For For
1I ELECTION OF DIRECTOR: RICHARD A. MANOOGIAN Management For For
1J ELECTION OF DIRECTOR: ELLEN R. MARRAM Management For For
1K ELECTION OF DIRECTOR: ALAN MULALLY Management For For
1L ELECTION OF DIRECTOR: HOMER A. NEAL Management For For
1M ELECTION OF DIRECTOR: GERALD L. SHAHEEN Management For For
1N ELECTION OF DIRECTOR: JOHN L. THORNTON Management For For
02 RATIFICATION OF SELECTION OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 SAY ON PAY - AN ADVISORY VOTE TO APPROVE THE Management Abstain Against
COMPENSATION OF THE NAMED EXECUTIVES.
04 SAY WHEN ON PAY - AN ADVISORY VOTE ON THE Management Abstain Against
FREQUENCY OF A SHAREHOLDER VOTE TO APPROVE THE
COMPENSATION OF THE NAMED EXECUTIVES.
05 RELATING TO DISCLOSURE OF THE COMPANY'S POLITICAL Shareholder Against For
CONTRIBUTIONS.
06 RELATING TO CONSIDERATION OF A RECAPITALIZATION Shareholder Against For
PLAN TO PROVIDE THAT ALL OF THE COMPANY'S
OUTSTANDING STOCK HAVE ONE VOTE PER SHARE.
07 RELATING TO ALLOWING HOLDERS OF 10% OF Shareholder Against For
OUTSTANDING COMMON STOCK TO CALL SPECIAL
MEETINGS OF SHAREHOLDERS.
REPUBLIC SERVICES, INC.
SECURITY 760759100 MEETING TYPE Annual
TICKER SYMBOL RSG MEETING DATE 12-May-2011
ISIN US7607591002 AGENDA 933400676 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: JAMES W. CROWNOVER Management For For
1B ELECTION OF DIRECTOR: JOHN W. CROGHAN Management For For
1C ELECTION OF DIRECTOR: WILLIAM J. FLYNN Management For For
1D ELECTION OF DIRECTOR: MICHAEL LARSON Management For For
1E ELECTION OF DIRECTOR: NOLAN LEHMANN Management For For
1F ELECTION OF DIRECTOR: W. LEE NUTTER Management For For
1G ELECTION OF DIRECTOR: RAMON A. RODRIGUEZ Management For For
1H ELECTION OF DIRECTOR: DONALD W. SLAGER Management For For
1I ELECTION OF DIRECTOR: ALLAN C. SORENSEN Management For For
1J ELECTION OF DIRECTOR: JOHN M. TRANI Management For For
1K ELECTION OF DIRECTOR: MICHAEL W. WICKHAM Management For For
02 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management Abstain Against
PROGRAM.
03 ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY Management Abstain Against
VOTE ON EXECUTIVE COMPENSATION.
04 APPROVAL OF THE AMENDED AND RESTATED 2007 STOCK Management Against Against
INCENTIVE PLAN.
05 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR 2011.
06 STOCKHOLDER PROPOSAL REGARDING PAYMENTS UPON Shareholder Against For
THE DEATH OF A SENIOR EXECUTIVE.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 40
The Gabelli Value Fund Inc.
LADBROKES PLC
SECURITY G5337D107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 13-May-2011
ISIN GB00B0ZSH635 AGENDA 702838080 - Management
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 the Management For For
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 annual Management For For
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.
WASTE MANAGEMENT, INC.
SECURITY 94106L109 MEETING TYPE Annual
TICKER SYMBOL WM MEETING DATE 13-May-2011
ISIN US94106L1098 AGENDA 933396168 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: PASTORA SAN JUAN CAFFERTY Management For For
1B ELECTION OF DIRECTOR: FRANK M. CLARK, JR. Management For For
1C ELECTION OF DIRECTOR: PATRICK W. GROSS Management For For
1D ELECTION OF DIRECTOR: JOHN C. POPE Management For For
1E ELECTION OF DIRECTOR: W. ROBERT REUM Management For For
1F ELECTION OF DIRECTOR: STEVEN G. ROTHMEIER Management For For
1G ELECTION OF DIRECTOR: DAVID P. STEINER Management For For
1H ELECTION OF DIRECTOR: THOMAS H. WEIDEMEYER Management For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 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 AN AMENDMENT TO THE COMPANY'S BY-LAWS TO ALLOW Management For For
STOCKHOLDERS WHO HAVE HELD AT LEAST A 25% NET
LONG POSITION IN OUR COMMON STOCK FOR ONE YEAR TO CALL SPECIAL
STOCKHOLDER MEETINGS.
ALIBABA COM LTD
SECURITY G01717100 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 14-May-2011
ISIN KYG017171003 AGENDA 702927205 - 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/20110407/LTN2
0110407538.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting
VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR ALL
RESOLUTIONS. THANK YOU.
1 To consider and adopt the audited financial statements together Management For For
with the directors' report and the independent auditor's report
for the year ended December 31, 2010
2 To re-elect Lu Zhaoxi, Jonathan as a director Management For For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 41
The Gabelli Value Fund Inc.
3 To re-elect Wu Wei, Maggie as a director Management For For
4 To re-elect Shao Xiaofeng as a director Management For For
5 To re-elect Peng Yi Jie, Sabrina as a director Management For For
6 To re-elect Kwauk Teh Ming, Walter as a director Management For For
7 To re-elect Tsuei, Andrew Tian Yuan as a director Management For For
8 To authorize the board of directors to fix the directors' Management For For
Remuneration
9 To re-appoint auditors and to authorize the board of directors to Management For For
fix the auditors' remuneration
10 To give a general mandate to the directors to issue new shares of Management For For
the Company
11 To give a repurchase mandate to the directors to repurchase Management For For
shares of the Company
12 To extend the issue mandate granted to the directors to issue Management For For
shares by the number of shares repurchased
13 To approve the scheme mandate to the directors to allot, issue Management For For
and deal with additional shares under the restricted share unit
scheme
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF ACTUAL RECORD DATE. IF Y-OU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
INVESTMENT AB KINNEVIK, STOCKHOLM
SECURITY W4832D110 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 16-May-2011
ISIN SE0000164626 AGENDA 702973480 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 788740 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 THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting
ACCEPT ABSTAIN AS A VALID VO-TE OPTION. THANK YOU
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 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
1 Opening of the Meeting Non-Voting
2 The Nomination Committee proposes that the lawyer Wilhelm Non-Voting
Luning is appointed-to be the Chairman of the Annual General
Meeting
3 Preparation and approval of the voting list Non-Voting
4 Approval of the agenda Non-Voting
5 Election of one or two persons to check and verify the minutes Non-Voting
6 Determination of whether the Annual General Meeting has been Non-Voting
duly convened
7 Statement by the Chairman of the Board on the work of the Board Non-Voting
of Directors
8 Presentation by the Chief Executive Officer Non-Voting
9 Presentation of the Annual Report and Auditor's Report and of the Non-Voting
Group Annual-Report and the Group Auditor's Report
10 Resolution on the adoption of the Profit and Loss Statement and Management For For
the Balance Sheet and of the Group Profit and Loss Statement
and the Group Balance Sheet
11 Resolution on the proposed treatment of the Company's Management For For
unappropriated earnings or accumulated loss as stated in the
adopted Balance Sheet
12 Resolution on the discharge of liability of the directors of the Management For For
Board
and the Chief Executive Officer
13 The Nomination Committee proposes that the Board of Directors Management For For
shall consist of seven directors and no deputy directors
14 The Nomination Committee proposes that the Annual General Management For For
Meeting resolve to increase the total Board remuneration from
SEK 3,875,000 to SEK 4,325,000 for the period until the close of
the next Annual General Meeting in 2012. The proposal includes
SEK 1,000,000 to be allocated to the Chairman of the Board, SEK
450,000 to each of the directors of the Board and total SEK
625,000 for the work in the committees of the Board of Directors.
The Nomination Committee proposes that for work within the Audit
Committee SEK 150,000 shall be allocated to the Chairman and
SEK 75,000 to each of the other three members. For work within
the Remuneration Committee SEK 50,000 shall be allocated to
the Chairman and SEK 25,000 to each of the other three
members. Finally, the Nomination Committee proposes that for
work within the New Ventures Committee SEK 25,000 shall be
allocated to each of the five members. Furthermore, remuneration
to the auditor shall be paid in accordance with approved invoices
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 42
The Gabelli Value Fund Inc.
15 The Nomination Committee proposes, for the period until the close Management For For
of the next Annual General Meeting, the re-election of Vigo
Carlund, Wilhelm Klingspor, Erik Mitteregger, Allen Sangines-
Krause and Cristina Stenbeck as directors of the Board. The
Nomination Committee proposes the election of Tom Boardman and
Dame Amelia Fawcett as new directors of the Board. John Hewko and
Stig Nordin have informed the Nomination Committee that they
decline re-election at the Annual General Meeting. The Nomination
Committee proposes that the Meeting shall re-elect Cristina
Stenbeck as Chairman of the Board of Directors. Furthermore,
it is proposed that the Board of Directors at the Constituent
Board Meeting appoints an Audit Committee, a Remuneration
Committee and a New Ventures Committee within the Board
of Directors
16 Approval of the procedure of the Nomination Committee Management For For
17 Resolution regarding Guidelines for remuneration to the senior Management For For
executives
18 Resolution regarding incentive programme comprising the Management For For
following resolutions: (a) adoption of an incentive programme;(b)
authorisation to resolve to issue Class C shares; (c)
authorisation to resolve to repurchase Class C shares; (d)
transfer of Class B shares
19 Resolution to authorise the Board of Directors to resolve on Management For For
repurchase of own shares
20 Resolution on amendment of the Articles of Association Management For For
21 Closing of the Meeting Non-Voting
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.
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.
HSN, INC
SECURITY 404303109 MEETING TYPE Annual
TICKER SYMBOL HSNI MEETING DATE 17-May-2011
ISIN US4043031099 AGENDA 933398631 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 GREGORY R. BLATT For For
2 P. BOUSQUET-CHAVANNE For For
3 MICHAEL C. BOYD For For
4 WILLIAM COSTELLO For For
5 JAMES M. FOLLO For For
6 MINDY GROSSMAN For For
7 STEPHANIE KUGELMAN For For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 43
The Gabelli Value Fund Inc.
8 ARTHUR C. MARTINEZ For For
9 THOMAS J. MCINERNEY For For
10 JOHN B. (JAY) MORSE For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
03 TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION PAID TO OUR NAMED EXECUTIVE
OFFICERS.
04 TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY Management Abstain Against
OF FUTURE ADVISORY VOTES ON THE COMPENSATION
PAID TO OUR NAMED EXECUTIVE OFFICERS.
JPMORGAN CHASE & CO.
SECURITY 46625H100 MEETING TYPE Annual
TICKER SYMBOL JPM MEETING DATE 17-May-2011
ISIN US46625H1005 AGENDA 933404028 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: CRANDALL C. BOWLES Management For For
1B ELECTION OF DIRECTOR: STEPHEN B. BURKE Management For For
1C ELECTION OF DIRECTOR: DAVID M. COTE Management For For
1D ELECTION OF DIRECTOR: JAMES S. CROWN Management For For
1E ELECTION OF DIRECTOR: JAMES DIMON Management For For
1F ELECTION OF DIRECTOR: ELLEN V. FUTTER Management For For
1G ELECTION OF DIRECTOR: WILLIAM H. GRAY, III Management For For
1H ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. Management For For
1I ELECTION OF DIRECTOR: DAVID C. NOVAK Management For For
1J ELECTION OF DIRECTOR: LEE R. RAYMOND Management For For
1K ELECTION OF DIRECTOR: WILLIAM C. WELDON Management For For
02 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management Abstain Against
04 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON Management Abstain Against
EXECUTIVE COMPENSATION
05 APPROVAL OF AMENDMENT TO LONG-TERM INCENTIVE Management Against Against
PLAN
06 POLITICAL NON-PARTISANSHIP Shareholder Against For
07 SHAREHOLDER ACTION BY WRITTEN CONSENT Shareholder Against For
08 MORTGAGE LOAN SERVICING Shareholder Against For
09 POLITICAL CONTRIBUTIONS Shareholder Against For
10 GENOCIDE-FREE INVESTING Shareholder Against For
11 INDEPENDENT LEAD DIRECTOR Shareholder Against For
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
NATIONAL PRESTO INDUSTRIES, INC.
SECURITY 637215104 MEETING TYPE Annual
TICKER SYMBOL NPK MEETING DATE 17-May-2011
ISIN US6372151042 AGENDA 933409270 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 RANDY F. LIEBLE For For
2 JOSEPH G. STIENESSEN For For
02 RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP AS Management For For
NATIONAL PRESTO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
03 TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF NATIONAL PRESTO'S NAMED
EXECUTIVE OFFICERS.
04 NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 44
The Gabelli Value Fund Inc.
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.
CORN PRODUCTS INTERNATIONAL, INC.
SECURITY 219023108 MEETING TYPE Annual
TICKER SYMBOL CPO MEETING DATE 18-May-2011
ISIN US2190231082 AGENDA 933404270 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 RICHARD J. ALMEIDA For For
2 GREGORY B. KENNY For For
3 JAMES M. RINGLER For For
02 TO APPROVE, BY ADVISORY VOTE, THE COMPENSATION Management Abstain Against
OF THE COMPANY'S "NAMED EXECUTIVE OFFICERS."
03 TO RECOMMEND, BY ADVISORY VOTE, WHETHER TO HAVE Management Abstain Against
STOCKHOLDERS VOTE TO APPROVE, BY ADVISORY VOTE,
THE COMPENSATION OF THE COMPANY'S "NAMED EXECUTIVE OFFICERS"
EVERY YEAR, EVERY TWO YEARS OR EVERY THREE YEARS.
04 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY AND
ITS SUBSIDIARIES, IN RESPECT OF THE COMPANY'S OPERATIONS IN 2011.
FIDELITY NAT'L INFORMATION SERVICES INC
SECURITY 31620M106 MEETING TYPE Annual
TICKER SYMBOL FIS MEETING DATE 18-May-2011
ISIN US31620M1062 AGENDA 933405804 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: DAVID K. HUNT Management For For
1B ELECTION OF DIRECTOR: RICHARD N. MASSEY Management For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE 2011 FISCAL YEAR.
03 ADVISORY VOTE ON FIDELITY NATIONAL INFORMATION Management Abstain Against
SERVICES, INC. 2010 EXECUTIVE COMPENSATION.
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE Management Abstain Against
ADVISORY VOTES ON EXECUTIVE COMPENSATION.
05 APPROVAL OF THE MATERIAL TERMS OF THE Management For For
PERFORMANCE GOALS UNDER THE FIS ANNUAL INCENTIVE
PLAN.
STATE STREET CORPORATION
SECURITY 857477103 MEETING TYPE Annual
TICKER SYMBOL STT MEETING DATE 18-May-2011
ISIN US8574771031 AGENDA 933410108 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: K. BURNES Management For For
1B ELECTION OF DIRECTOR: P. COYM Management For For
1C ELECTION OF DIRECTOR: P. DE SAINT-AIGNAN Management For For
1D ELECTION OF DIRECTOR: A. FAWCETT Management For For
1E ELECTION OF DIRECTOR: D. GRUBER Management For For
1F ELECTION OF DIRECTOR: L. HILL Management For For
1G ELECTION OF DIRECTOR: J. HOOLEY Management For For
1H ELECTION OF DIRECTOR: R. KAPLAN Management For For
1I ELECTION OF DIRECTOR: C. LAMANTIA Management For For
1J ELECTION OF DIRECTOR: R. SERGEL Management For For
1K ELECTION OF DIRECTOR: R. SKATES Management For For
1L ELECTION OF DIRECTOR: G. SUMME Management For For
1M ELECTION OF DIRECTOR: R. WEISSMAN Management For For
02 TO APPROVE AN ADVISORY PROPOSAL ON EXECUTIVE Management Abstain Against
COMPENSATION
03 TO APPROVE AN ADVISORY PROPOSAL ON THE Management Abstain Against
FREQUENCY OF FUTURE ADVISORY PROPOSALS ON
EXECUTIVE COMPENSATION
04 TO APPROVE THE 2011 SENIOR EXECUTIVE ANNUAL Management For For
INCENTIVE PLAN
05 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS Management For For
STATE STREET'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
2011
06 TO ACT ON A SHAREHOLDER PROPOSAL RELATING TO Shareholder Against For
DISCLOSURE OF CERTAIN POLITICAL CONTRIBUTIONS
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 45
The Gabelli Value Fund Inc.
AKAMAI TECHNOLOGIES, INC.
SECURITY 00971T101 MEETING TYPE Annual
TICKER SYMBOL AKAM MEETING DATE 18-May-2011
ISIN US00971T1016 AGENDA 933412986 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF CLASS III DIRECTOR: C. KIM GOODWIN Management For For
1B ELECTION OF CLASS III DIRECTOR: DAVID W. KENNY Management For For
1C ELECTION OF CLASS III DIRECTOR: PETER J. KIGHT Management For For
1D ELECTION OF CLASS III DIRECTOR: FREDERIC V. SALERNO Management For For
02 AMENDMENT TO 2009 STOCK INCENTIVE PLAN. Management Against Against
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 FUTURE ADVISORY VOTES ON NAMED
EXECUTIVE OFFICER COMPENSATION.
05 TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
AUDITORS OF AKAMAI TECHNOLOGIES, INC. FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2011.
SCRIPPS NETWORKS INTERACTIVE, INC.
SECURITY 811065101 MEETING TYPE Annual
TICKER SYMBOL SNI MEETING DATE 18-May-2011
ISIN US8110651010 AGENDA 933414396 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 DAVID A. GALLOWAY For For
2 DALE C. POND For For
3 RONALD W. TYSOE For For
MORGAN STANLEY
SECURITY 617446448 MEETING TYPE Annual
TICKER SYMBOL MS MEETING DATE 18-May-2011
ISIN US6174464486 AGENDA 933423915 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: ROY J. BOSTOCK Management For For
1B ELECTION OF DIRECTOR: ERSKINE B. BOWLES Management For For
1C ELECTION OF DIRECTOR: HOWARD J. DAVIES Management For For
1D ELECTION OF DIRECTOR: JAMES P. GORMAN Management For For
1E ELECTION OF DIRECTOR: JAMES H. HANCE, JR. Management For For
1F ELECTION OF DIRECTOR: C. ROBERT KIDDER Management For For
1G ELECTION OF DIRECTOR: JOHN J. MACK Management For For
1H ELECTION OF DIRECTOR: DONALD T. NICOLAISEN Management For For
1I ELECTION OF DIRECTOR: HUTHAM S. OLAYAN Management For For
1J ELECTION OF DIRECTOR: JAMES W. OWENS Management For For
1K ELECTION OF DIRECTOR: O. GRIFFITH SEXTON Management For For
1L ELECTION OF DIRECTOR: MASAAKI TANAKA Management For For
1M ELECTION OF DIRECTOR: LAURA D. TYSON Management For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS INDEPENDENT AUDITOR
03 TO AMEND THE 2007 EQUITY INCENTIVE COMPENSATION Management Against Against
PLAN
04 TO APPROVE THE COMPENSATION OF EXECUTIVES AS Management Abstain Against
DISCLOSED IN THE PROXY STATEMENT (NON-BINDING
ADVISORY RESOLUTION)
05 TO VOTE ON THE FREQUENCY OF HOLDING A NON- Management Abstain Against
BINDING ADVISORY VOTE ON THE COMPENSATION OF
EXECUTIVES AS DISCLOSED IN THE PROXY STATEMENT
(NON-BINDING ADVISORY VOTE)
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 46
The Gabelli Value Fund Inc.
DR PEPPER SNAPPLE GROUP,INC.
SECURITY 26138E109 MEETING TYPE Annual
TICKER SYMBOL DPS MEETING DATE 19-May-2011
ISIN US26138E1091 AGENDA 933393782 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: JOYCE M. ROCHE Management For For
1B ELECTION OF DIRECTOR: WAYNE R. SANDERS Management For For
1C ELECTION OF DIRECTOR: JACK L. STAHL Management For For
1D ELECTION OF DIRECTOR: LARRY D. YOUNG Management For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE AS Management For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2011.
03 RESOLVED, THAT THE COMPENSATION PAID TO THE Management Abstain Against
COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT TO THE
COMPENSATION DISCLOSURE RULES AND REGULATIONS OF THE SECURITIES
AND EXCHANGE COMMISSION, INCLUDING THE COMPENSATION DISCUSSION
AND ANALYSIS, COMPENSATION TABLES AND THE NARRATIVE DISCUSSION IS
HEREBY APPROVED.
04 TO VOTE, ON AN ADVISORY (NON-BINDING) BASIS, ON THE Management Abstain Against
FREQUENCY OF THE ADVISORY VOTE ON THE
COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.
STOCKHOLDERS MAY CHOOSE TO APPROVE HOLDING AN ADVISORY VOTE ON
THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EVERY YEAR,
EVERY TWO YEARS OR EVERY THREE YEARS OR STOCKHOLDERS MAY ABSTAIN
FROM VOTING.
FLOWSERVE CORPORATION
SECURITY 34354P105 MEETING TYPE Annual
TICKER SYMBOL FLS MEETING DATE 19-May-2011
ISIN US34354P1057 AGENDA 933404129 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 JOHN R. FRIEDERY For For
2 JOE E. HARLAN For For
3 MICHAEL F. JOHNSTON For For
02 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
03 ADVISORY VOTE ON THE FREQUENCY OF CONDUCTING Management Abstain Against
THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.
04 APPROVE AN AMENDMENT TO ARTICLE EIGHTH OF THE Management For For
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION.
05 APPROVE AN AMENDMENT TO ARTICLE NINTH OF THE Management For For
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION.
06 RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
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.
SAFEWAY INC.
SECURITY 786514208 MEETING TYPE Annual
TICKER SYMBOL SWY MEETING DATE 19-May-2011
ISIN US7865142084 AGENDA 933412695 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: STEVEN A. BURD Management For For
1B ELECTION OF DIRECTOR: JANET E. GROVE Management For For
1C ELECTION OF DIRECTOR: MOHAN GYANI Management For For
1D ELECTION OF DIRECTOR: PAUL HAZEN Management For For
1E ELECTION OF DIRECTOR: FRANK C. HERRINGER Management For For
1F ELECTION OF DIRECTOR: KENNETH W. ODER Management For For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 47
The Gabelli Value Fund Inc.
1G ELECTION OF DIRECTOR: T. GARY ROGERS Management For For
1H ELECTION OF DIRECTOR: ARUN SARIN Management For For
1I ELECTION OF DIRECTOR: MICHAEL S. SHANNON Management For For
1J ELECTION OF DIRECTOR: WILLIAM Y. TAUSCHER Management For For
02 NON-BINDING ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION ("SAY-ON-PAY").
03 NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
SAY-ON-PAY VOTES.
04 APPROVAL OF THE 2011 EQUITY AND INCENTIVE AWARD Management Against Against
PLAN.
05 RE-APPROVAL OF THE 2001 AMENDED AND RESTATED Management For For
OPERATING PERFORMANCE BONUS PLAN.
06 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2011.
07 STOCKHOLDER PROPOSAL REQUESTING CUMULATIVE Shareholder Against For
VOTING.
ZEBRA TECHNOLOGIES CORPORATION
SECURITY 989207105 MEETING TYPE Annual
TICKER SYMBOL ZBRA MEETING DATE 19-May-2011
ISIN US9892071054 AGENDA 933419524 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 ANDERS GUSTAFSSON For For
2 ANDREW K. LUDWICK For For
02 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION Management Abstain Against
03 ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN Management Abstain Against
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
04 TO APPROVE OUR 2011 LONG-TERM INCENTIVE PLAN Management Against Against
05 TO APPROVE OUR 2011 SHORT-TERM INCENTIVE PLAN Management For For
06 TO APPROVE OUR 2011 EMPLOYEE STOCK PURCHASE Management For For
PLAN
07 TO RATIFY THE APPOINTMENT BY OUR AUDIT COMMITTEE Management For For
OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITORS
FOR 2011
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.
TELEPHONE AND DATA SYSTEMS, INC.
SECURITY 879433860 MEETING TYPE Annual
TICKER SYMBOL TDSS MEETING DATE 19-May-2011
ISIN US8794338603 AGENDA 933427456 - 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
NEXTERA ENERGY, INC.
SECURITY 65339F101 MEETING TYPE Annual
TICKER SYMBOL NEE MEETING DATE 20-May-2011
ISIN US65339F1012 AGENDA 933401286 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 SHERRY S. BARRAT For For
2 ROBERT M. BEALL, II For For
3 J. HYATT BROWN For For
4 JAMES L. CAMAREN For For
5 KENNETH B. DUNN For For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 48
The Gabelli Value Fund Inc.
6 J. BRIAN FERGUSON For For
7 LEWIS HAY, III For For
8 TONI JENNINGS For For
9 OLIVER D. KINGSLEY, JR. For For
10 RUDY E. SCHUPP For For
11 WILLIAM H. SWANSON For For
12 MICHAEL H. THAMAN For For
13 HANSEL E. TOOKES, II For For
02 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2011.
03 APPROVAL OF THE NEXTERA ENERGY, INC. 2011 LONG Management For For
TERM INCENTIVE PLAN.
04 APPROVAL, BY NON-BINDING ADVISORY VOTE, OF Management Abstain Against
NEXTERA ENERGY'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS AS
DISCLOSED IN THE PROXY STATEMENT.
05 NON-BINDING ADVISORY VOTE ON WHETHER NEXTERA Management Abstain Against
ENERGY SHOULD HOLD A NON-BINDING SHAREHOLDER
ADVISORY VOTE TO APPROVE NEXTERA ENERGY'S COMPENSATION OF ITS
NAMED EXECUTIVE OFFICERS EVERY 1, 2 OR 3 YEARS.
TIME WARNER INC.
SECURITY 887317303 MEETING TYPE Annual
TICKER SYMBOL TWX MEETING DATE 20-May-2011
ISIN US8873173038 AGENDA 933411124 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: JAMES L. BARKSDALE Management For For
1B ELECTION OF DIRECTOR: WILLIAM P. BARR Management For For
1C ELECTION OF DIRECTOR: JEFFREY L. BEWKES Management For For
1D ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH Management For For
1E ELECTION OF DIRECTOR: FRANK J. CAUFIELD Management For For
1F ELECTION OF DIRECTOR: ROBERT C. CLARK Management For For
1G ELECTION OF DIRECTOR: MATHIAS DOPFNER Management For For
1H ELECTION OF DIRECTOR: JESSICA P. EINHORN Management For For
1I ELECTION OF DIRECTOR: FRED HASSAN Management For For
1J ELECTION OF DIRECTOR: MICHAEL A. MILES Management For For
1K ELECTION OF DIRECTOR: KENNETH J. NOVACK Management For For
1L ELECTION OF DIRECTOR: PAUL D. WACHTER Management For For
1M ELECTION OF DIRECTOR: DEBORAH C. WRIGHT Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For
AUDITORS.
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 APPROVAL OF AN AMENDMENT TO THE COMPANY'S Management For For
RESTATED CERTIFICATE OF INCORPORATION TO REMOVE ABSOLUTE MAJORITY
VOTE PROVISIONS IN THE FORM ATTACHED TO THE ACCOMPANYING PROXY
STATEMENT AS ANNEX B.
06 STOCKHOLDER PROPOSAL ON SHAREHOLDER ACTION BY Shareholder Against For
WRITTEN CONSENT.
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.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 49
The Gabelli Value Fund Inc.
KRAFT FOODS INC.
SECURITY 50075N104 MEETING TYPE Annual
TICKER SYMBOL KFT MEETING DATE 24-May-2011
ISIN US50075N1046 AGENDA 933395255 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: AJAYPAL S. BANGA Management For For
1B ELECTION OF DIRECTOR: MYRA M. HART Management For For
1C ELECTION OF DIRECTOR: PETER B. HENRY Management For For
1D ELECTION OF DIRECTOR: LOIS D. JULIBER Management For For
1E ELECTION OF DIRECTOR: MARK D. KETCHUM Management For For
1F ELECTION OF DIRECTOR: RICHARD A. LERNER, M.D. Management For For
1G ELECTION OF DIRECTOR: MACKEY J. MCDONALD Management For For
1H ELECTION OF DIRECTOR: JOHN C. POPE Management For For
1I ELECTION OF DIRECTOR: FREDRIC G. REYNOLDS Management For For
1J ELECTION OF DIRECTOR: IRENE B. ROSENFELD Management For For
1K ELECTION OF DIRECTOR: J.F. VAN BOXMEER Management For For
2 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
3 ADVISORY VOTE ON THE FREQUENCY OF AN EXECUTIVE Management Abstain Against
COMPENSATION VOTE.
4 APPROVAL OF THE KRAFT FOODS INC. AMENDED AND Management For For
RESTATED 2006 STOCK COMPENSATION PLAN FOR NON-
EMPLOYEE DIRECTORS.
5 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2011.
LORAL SPACE & COMMUNICATIONS INC.
SECURITY 543881106 MEETING TYPE Annual
TICKER SYMBOL LORL MEETING DATE 24-May-2011
ISIN US5438811060 AGENDA 933434829 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 JOHN D. HARKEY, JR. For For
2 MICHAEL B. TARGOFF For For
02 ACTING UPON A PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2011.
03 ACTING UPON A PROPOSAL TO APPROVE, ON A NON- Management Abstain Against
BINDING, ADVISORY BASIS, COMPENSATION OF THE COMPANY'S NAMED
EXECUTIVE OFFICERS AS DESCRIBED IN THE COMPANY'S PROXY STATEMENT.
04 ACTING UPON A PROPOSAL TO SELECT, ON A NON- Management Abstain Against
BINDING, ADVISORY BASIS, THE FREQUENCY OF FUTURE
NON-BINDING, ADVISORY VOTES ON COMPENSATION PAID
TO THE COMPANY'S NAMED EXECUTIVE OFFICERS.
CABLEVISION SYSTEMS CORPORATION
SECURITY 12686C109 MEETING TYPE Annual
TICKER SYMBOL CVC MEETING DATE 24-May-2011
ISIN US12686C1099 AGENDA 933435542 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 ZACHARY W. CARTER For For
2 THOMAS V. REIFENHEISER For For
3 JOHN R. RYAN For For
4 VINCENT TESE For For
5 LEONARD TOW For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY FOR FISCAL YEAR 2011.
03 TO APPROVE CABLEVISION SYSTEMS CORPORATION 2011 Management For For
CASH INCENTIVE PLAN.
04 TO APPROVE AN ADVISORY VOTE ON THE COMPENSATION Management Abstain Against
OF EXECUTIVE OFFICERS.
05 AN ADVISORY VOTE ON THE FREQUENCY OF THE Management Abstain Against
ADVISORY VOTE ON THE COMPENSATION OF OUR
EXECUTIVE OFFICERS.
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.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 50
The Gabelli Value Fund Inc.
THERMO FISHER SCIENTIFIC INC.
SECURITY 883556102 MEETING TYPE Annual
TICKER SYMBOL TMO MEETING DATE 25-May-2011
ISIN US8835561023 AGENDA 933417455 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: THOMAS J. LYNCH Management For For
1B ELECTION OF DIRECTOR: WILLIAM G. PARRETT Management For For
1C ELECTION OF DIRECTOR: MICHAEL E. PORTER Management For For
1D ELECTION OF DIRECTOR: SCOTT M. SPERLING Management For For
02 AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. Management Abstain Against
03 AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE Management Abstain Against
EXECUTIVE COMPENSATION ADVISORY VOTES.
04 RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR 2011. THE BOARD OF
DIRECTORS RECOMMENDS YOU VOTE "AGAINST"
THE FOLLOWING SHAREHOLDER PROPOSAL
05 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
DECLASSIFICATION OF THE BOARD OF DIRECTORS.
AOL INC.
SECURITY 00184X105 MEETING TYPE Annual
TICKER SYMBOL AOL MEETING DATE 25-May-2011
ISIN US00184X1054 AGENDA 933419106 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1 ELECTION OF DIRECTOR: TIM ARMSTRONG Management For For
2 ELECTION OF DIRECTOR: RICHARD DALZELL Management For For
3 ELECTION OF DIRECTOR: KAREN DYKSTRA Management For For
4 ELECTION OF DIRECTOR: ALBERTO IBARGUEN Management For For
5 ELECTION OF DIRECTOR: SUSAN LYNE Management For For
6 ELECTION OF DIRECTOR: PATRICIA MITCHELL Management For For
7 ELECTION OF DIRECTOR: FREDRIC REYNOLDS Management For For
8 ELECTION OF DIRECTOR: JAMES STENGEL Management For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2011.
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.
CHEVRON CORPORATION
SECURITY 166764100 MEETING TYPE Annual
TICKER SYMBOL CVX MEETING DATE 25-May-2011
ISIN US1667641005 AGENDA 933419687 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: L.F. DEILY Management For For
1B ELECTION OF DIRECTOR: R.E. DENHAM Management For For
1C ELECTION OF DIRECTOR: R.J. EATON Management For For
1D ELECTION OF DIRECTOR: C. HAGEL Management For For
1E ELECTION OF DIRECTOR: E. HERNANDEZ Management For For
1F ELECTION OF DIRECTOR: G.L. KIRKLAND Management For For
1G ELECTION OF DIRECTOR: D.B. RICE Management For For
1H ELECTION OF DIRECTOR: K.W. SHARER Management For For
1I ELECTION OF DIRECTOR: C.R. SHOEMATE Management For For
1J ELECTION OF DIRECTOR: J.G. STUMPF Management For For
1K ELECTION OF DIRECTOR: R.D. SUGAR Management For For
1L ELECTION OF DIRECTOR: C. WARE Management For For
1M ELECTION OF DIRECTOR: J.S. WATSON Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM.
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 INDEPENDENT DIRECTOR WITH ENVIRONMENTAL Shareholder Against For
EXPERTISE.
06 HUMAN RIGHTS COMMITTEE. Shareholder Against For
07 SUSTAINABILITY METRIC FOR EXECUTIVE COMPENSATION. Shareholder Against For
08 GUIDELINES FOR COUNTRY SELECTION. Shareholder Against For
09 FINANCIAL RISKS FROM CLIMATE CHANGE. Shareholder Against For
10 HYDRAULIC FRACTURING. Shareholder Against For
11 OFFSHORE OIL WELLS. Shareholder Against For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 51
The Gabelli Value Fund Inc.
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 Management Abstain Against
OF THE 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 Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FLOWERS
FOODS, INC. FOR THE 2011 FISCAL YEAR.
WEATHERFORD INTERNATIONAL LTD
SECURITY H27013103 MEETING TYPE Annual
TICKER SYMBOL WFT MEETING DATE 25-May-2011
ISIN CH0038838394 AGENDA 933429359 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 APPROVAL OF THE 2010 ANNUAL REPORT, THE Management For For
CONSOLIDATED FINANCIAL STATEMENTS OF
WEATHERFORD INTERNATIONAL LTD. FOR THE YEAR
ENDED DECEMBER 31, 2010 AND THE STATUTORY
FINANCIAL STATEMENTS OF WEATHERFORD
INTERNATIONAL LTD. FOR THE YEAR ENDED DECEMBER
31, 2010.
02 DISCHARGE OF THE BOARD OF DIRECTORS AND Management For For
EXECUTIVE OFFICERS FROM LIABILITY FOR ACTIONS OR
OMISSIONS DURING THE YEAR ENDED DECEMBER 31, 2010.
3A ELECTION OF DIRECTOR: BERNARD J. DUROC-DANNER Management For For
3B ELECTION OF DIRECTOR: SAMUEL W. BODMAN, III Management For For
3C ELECTION OF DIRECTOR: NICHOLAS F. BRADY Management For For
3D ELECTION OF DIRECTOR: DAVID J. BUTTERS Management For For
3E ELECTION OF DIRECTOR: WILLIAM E. MACAULAY Management For For
3F ELECTION OF DIRECTOR: ROBERT B. MILLARD Management For For
3G ELECTION OF DIRECTOR: ROBERT K. MOSES, JR. Management For For
3H ELECTION OF DIRECTOR: GUILLERMO ORTIZ Management For For
3I ELECTION OF DIRECTOR: EMYR JONES PARRY Management For For
3J ELECTION OF DIRECTOR: ROBERT A. RAYNE Management For For
04 APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR YEAR ENDING DECEMBER 31,
2011 AND THE RE-ELECTION OF ERNST & YOUNG LTD, ZURICH AS
STATUTORY AUDITOR FOR YEAR ENDING DECEMBER 31, 2011.
05 APPROVAL OF AN ADVISORY RESOLUTION REGARDING Management Abstain Against
EXECUTIVE COMPENSATION.
06 ADVISORY VOTE ON THE FREQUENCY OF FUTURE Management Abstain Against
ADVISORY VOTES ON EXECUTIVE COMPENSATION.
ADPT CORPORATION
SECURITY 00101B103 MEETING TYPE Annual
TICKER SYMBOL ADPT MEETING DATE 25-May-2011
ISIN US00101B1035 AGENDA 933436063 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: JON S. CASTOR Management For For
1B ELECTION OF DIRECTOR: JACK L. HOWARD Management For For
1C ELECTION OF DIRECTOR: WARREN G. LICHTENSTEIN Management For For
1D ELECTION OF DIRECTOR: JOHN MUTCH Management For For
1E ELECTION OF DIRECTOR: JOHN J. QUICKE Management For For
1F ELECTION OF DIRECTOR: LAWRENCE J. RUISI Management For For
02 APPROVAL OF GIVING OUR BOARD THE AUTHORITY TO Management Against Against
EFFECT, IN ITS DISCRETION PRIOR TO OUR 2012 ANNUAL MEETING,
A REVERSE SPLIT OF OUR OUTSTANDING AND TREASURY SHARES OF COMMON
STOCK, IMMEDIATELY FOLLOWED BY A FORWARD SPLIT OF OUR OUTSTANDING
AND TREASURY COMMON STOCK, ALL AS MORE FULLY DESCRIBED IN
THE PROXY STATEMENT.
03 TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF ADPT'S NAMED EXECUTIVES
OFFICERS.
04 ADVISORY VOTE TO DESIGNATE THE FREQUENCY OF Management Abstain Against
FUTURE ADVISORY VOTES ON THE COMPENSATION OF
ADPT'S NAMED EXECUTIVE OFFICERS.
05 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 52
The Gabelli Value Fund Inc.
KATY INDUSTRIES, INC.
SECURITY 486026107 MEETING TYPE Annual
TICKER SYMBOL KATY MEETING DATE 25-May-2011
ISIN US4860261076 AGENDA 933451306 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 CHRISTOPHER W. ANDERSON Withheld Against
2 WILLIAM F. ANDREWS Withheld Against
3 SAMUEL P. FRIEDER Withheld Against
4 CHRISTOPHER LACOVARA Withheld Against
5 SHANT MARDIROSSIAN Withheld Against
02 TO RATIFY THE SELECTION OF UHY LLP AS THE Management For For
INDEPENDENT PUBLIC ACCOUNTANTS OF KATY.
DEUTSCHE BANK AG, FRANKFURT AM MAIN
SECURITY D18190898 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 26-May-2011
ISIN DE0005140008 AGENDA 702924122 - 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,
AS USUAL. THANK YOU. OR ANOTHER EXCLUSIO-N FROM VOTING,
PLEASE SUBMIT YOUR VOTE
PLEASE NOTE THAT IN SOME CASES DEPENDING ON THE Non-Voting
PROCESSING OF THE LOCAL SUB CU-STODIAN THESE
SHARES MAY BE BLOCKED. PLEASE CONTACT YOUR
CLIENT SERVICE REPRES-ENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOUNTS.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
11.05.2011. 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 established Annual Financial Statements and Non-Voting
Management Rep-ort (including the explanatory report on
disclosures pursuant to paragraph 289-(4) German Commercial
Code) for the 2010 financial year, the approved Consoli-dated
Financial Statements and Management Report (including the
explanatory re-port on disclosures pursuant to paragraph 315 (4)
German Commercial Code) for-the 2010 financial year as well as
the Report of the Supervisory Board
2. Appropriation of distributable profit Management For For
3. Ratification of the acts of management of the members of the Management For For
Management Board for the 2010 financial year
4. Ratification of the acts of management of the members of the Management For For
Supervisory Board for the 2010
financial year
5. Election of the auditor for the 2011 financial year, interim Management For For
accounts
6. Authorization to acquire own shares pursuant to paragraph 71 (1) Management For For
No.8 Stock Corporation Act as well as for their use with the
possible exclusion of pre-emptive rights
7. Authorization to use derivatives within the framework of the Management For For
purchase of own shares pursuant to paragraph 71 (1) No.8 Stock
Corporation Act
8. Authorization to issue participatory notes with warrants and/or Management For For
convertible participatory notes, bonds with warrants and
convertible bonds (with the possibility of excluding
pre-emptive rights), creation of conditional captial
and amendment to the Aritcles of Association
9. Creation of new authorized capital for the capital increases in Management For For
cash (with the pssibility of excluding shareholders' pre-emptive
rights, also in accordance with paragraph 186 (3) sentence 4
Stock Corporation Act) and amendment to the Articles of
Association
10. Creation of new authorized capital for capital increases in cash Management For For
or in kind (with the possibility of excluding pre-emptive rights)
and amendments to the Articles of Association
11. Creation of new authorized captial for capital increases in cash Management For For
(with the possibility of excluding pre-emptive rights for broken
amounts as well as in favour of holders of option and convertible
rights) and amendment to the Articles of Association
12. Election to the Supervisory Board: Ms. Katherine Garrett-Cox Management For For
13. Approval of the conclusion of a partial profit and loss transfer Management For For
agreement pursuant to paragraph 292 (1) No.2 Stock Corporation
Act (consisting of a "Revenue Sharing Agreement" and an
"Operating Agreement") between Deutsche Bank Aktiengesellschaft,
as the company, and Deutsche Bank Financial LLC, Wilmington,
as the other party
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 53
The Gabelli Value Fund Inc.
CBS CORPORATION
SECURITY 124857103 MEETING TYPE Annual
TICKER SYMBOL CBSA MEETING DATE 26-May-2011
ISIN US1248571036 AGENDA 933419500 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 DAVID R. ANDELMAN For For
2 JOSEPH A. CALIFANO, JR. For For
3 WILLIAM S. COHEN For For
4 GARY L. COUNTRYMAN For For
5 CHARLES K. GIFFORD For For
6 LEONARD GOLDBERG For For
7 BRUCE S. GORDON For For
8 LINDA M. GRIEGO For For
9 ARNOLD KOPELSON For For
10 LESLIE MOONVES For For
11 DOUG MORRIS For For
12 SHARI REDSTONE For For
13 SUMNER M. REDSTONE For For
14 FREDERIC V. SALERNO For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2011.
03 APPROVAL OF ADVISORY RESOLUTION ON THE COMPENSATION OF Management Abstain Against
THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED
IN THE 2011 PROXY STATEMENT.
04 APPROVAL OF ADVISORY RESOLUTION ON THE FREQUENCY OF AN Management Abstain Against
ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
GRAFTECH INTERNATIONAL LTD.
SECURITY 384313102 MEETING TYPE Annual
TICKER SYMBOL GTI MEETING DATE 26-May-2011
ISIN US3843131026 AGENDA 933429690 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 RANDY W. CARSON For For
2 MARY B. CRANSTON For For
3 HAROLD E. LAYMAN For For
4 FERRELL P. MCCLEAN For For
5 NATHAN MILIKOWSKY For For
6 MICHAEL C. NAHL For For
7 STEVEN R. SHAWLEY For For
8 CRAIG S. SHULAR For For
02 TO APPROVE, BY A NON-BINDING ADVISORY VOTE, OUR Management Abstain Against
EXECUTIVE COMPENSATION.
03 TO RECOMMEND, BY A NON-BINDING ADVISORY VOTE, Management Abstain Against
HOW FREQUENTLY WE WILL HAVE FUTURE ADVISORY
VOTES ON OUR EXECUTIVE COMPENSATION - EVERY ONE,
TWO OR THREE YEARS.
04 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE CURRENT FISCAL YEAR ENDING DECEMBER 31, 2011.
ACCOR SA, COURCOURONNES
SECURITY F00189120 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 30-May-2011
ISIN FR0000120404 AGENDA 703070805 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 828379 DUE TO ADDITION OF-RESOLUTION. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE Non-Voting
OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
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
forwarded 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
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 54
The Gabelli Value Fund Inc.
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE BY CLIC-KING ON THE
MATERIAL URL LINKS: https://balo.journal-
officiel.gouv.fr/pdf/2011-/0420/201104201101433.pdf,
https://balo.journal-officiel.gouv.fr/pdf/2011/0420-
/201104201101516.pdf AND https://balo.journal-
officiel.gouv.fr/pdf/2011/0513/2-01105131102314.pdf
O.1 Approval of the corporate financial statements for the financial Management For For
year 2010
O.2 Approval of the consolidated financial statements for the Management For For
financial year 2010
O.3 Allocation of income and distribution of the dividend Management For For
O.4 Renewal of Mrs. Virginie Morgon's term as Board member Management For For
O.5 Renewal of Mr. Sebastien Bazin's term as Board member Management For For
O.6 Renewal of Mr. Denis Hennequin's term as Board member Management For For
O.7 Renewal of Mr. Franck Riboud's term as Board member Management For For
O.8 Ratification of the cooptation of Mrs. Mercedes Erra as Board Management For For
member
O.9 Setting attendance allowances Management For For
O.10 Approval of a regulated Agreement: agency agreement entered Management For For
into between the Company, Groupe Lucien Barriere and a banking
syndicate
O.11 Approval of a regulated Agreement: addendum to the employment Management For For
contract of Mr. Yann Caillere following his appointment as
Managing Director
O.12 Approval of a regulated Agreement: terms and agreements Management For For
concerning the termination of the employment contract of Mr.
Gilles Pelisson and revocation of his mandate as CEO
O.13 Approval of a regulated Agreement: commitments benefiting Mr. Management For For
Denis Hennequin following his appointment as CEO
O.14 Authorization to the Board of Directors to trade the Company's Management For For
shares
E.15 Authorization to the Board of Directors to reduce the share Management For For
capital by cancellation of shares
E.16 Delegation of authority to the Board of Directors to carry out Management For For
capital increases by issuing shares or securities providing
access to share capital, while maintaining preferential
subscription rights
E.17 Delegation of authority to the Board of Directors to carry out Management For For
capital increases by issuing shares or securities providing
access to share capital, with cancellation of preferential
subscription rights by way of a public offer
E.18 Delegation of authority to the Board of Directors to carry out Management For For
capital increases by issuing shares or securities providing
access to share capital, with cancellation of preferential
subscription rights by way of reserved offer
E.19 Delegation of authority to the Board of Directors to increase the Management For For
number of issuable securities in case of share capital increase
with or without preferential subscription rights
E.20 Delegation of authority to the Board of Directors to carry out Management For For
capital increases by issuing shares or securities, in
consideration for in-kind contributions granted to the Company
E.21 Delegation of authority to the Board of Directors to increase Management For For
capital by incorporation of reserves, profits, premiums or other
amounts
E.22 Limitation of the overall amount of capital increases that may be Management For For
completed pursuant to the previous delegations
E.23 Delegation of authority to the Board of Directors to carry out the Management For For
issuance of shares or securities providing access to the share
capital in favor of employees participating in a Company Savings
Plan
E.24 Authorization to the Board of Directors to carry out the issuance Management For For
of plans of options to subscribe for or purchase shares in favor
of employees and corporate officers
E.25 Authorization to the Board of Directors to carry out free Management For For
allocations of shares to employees and corporate officers
E.26 Powers to accomplish all necessary formalities Management For For
E.27 Transfer of the Company's registered office and corresponding Management For For
amendment to Article 4 of the Articles of Association
MOLYCORP INC
SECURITY 608753109 MEETING TYPE Annual
TICKER SYMBOL MCP MEETING DATE 01-Jun-2011
ISIN US6087531090 AGENDA 933439754 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 RUSSELL D. BALL For For
2 CHARLES R. HENRY For For
3 JACK E. THOMPSON For For
02 TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
03 TO RECOMMEND, ON A NON-BINDING ADVISORY BASIS, Management Abstain Against
THE FREQUENCY OF STOCKHOLDER VOTES ON
EXECUTIVE COMPENSATION.
04 TO RATIFY PRICEWATERHOUSECOOPERS LLP AS OUR Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2011.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 55
The Gabelli Value Fund Inc.
THE HOME DEPOT, INC.
SECURITY 437076102 MEETING TYPE Annual
TICKER SYMBOL HD MEETING DATE 02-Jun-2011
ISIN US4370761029 AGENDA 933427127 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: F. DUANE ACKERMAN Management For For
1B ELECTION OF DIRECTOR: FRANCIS S. BLAKE Management For For
1C ELECTION OF DIRECTOR: ARI BOUSBIB Management For For
1D ELECTION OF DIRECTOR: GREGORY D. BRENNEMAN Management For For
1E ELECTION OF DIRECTOR: J. FRANK BROWN Management For For
1F ELECTION OF DIRECTOR: ALBERT P. CAREY Management For For
1G ELECTION OF DIRECTOR: ARMANDO CODINA Management For For
1H ELECTION OF DIRECTOR: BONNIE G. HILL Management For For
1I ELECTION OF DIRECTOR: KAREN L. KATEN Management For For
1J ELECTION OF DIRECTOR: RONALD L. SARGENT Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management Abstain Against
04 ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY Management Abstain Against
VOTE ON EXECUTIVE COMPENSATION
05 COMPANY PROPOSAL TO IMPLEMENT SHAREHOLDER Management For For
ABILITY TO ACT BY WRITTEN CONSENT (APPROVAL OF
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION)
06 SHAREHOLDER PROPOSAL REGARDING CUMULATIVE Shareholder Against For
VOTING
07 SHAREHOLDER PROPOSAL REGARDING SPECIAL Shareholder Against For
SHAREHOLDER MEETINGS
08 SHAREHOLDER PROPOSAL REGARDING EMPLOYMENT Shareholder Against For
DIVERSITY REPORT
09 SHAREHOLDER PROPOSAL REGARDING ELECTIONEERING Shareholder Against For
POLICIES AND CONTRIBUTIONS
MACQUARIE INFRASTRUCTURE CO. LLC
SECURITY 55608B105 MEETING TYPE Annual
TICKER SYMBOL MIC MEETING DATE 02-Jun-2011
ISIN US55608B1052 AGENDA 933428991 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 NORMAN H. BROWN, JR. For For
2 GEORGE W. CARMANY, III For For
3 WILLIAM H. WEBB For For
02 THE RATIFICATION OF THE SELECTION OF KPMG LLP AS Management For For
OUR INDEPENDENT AUDITOR FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2011.
03 THE APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE Management Abstain Against
COMPENSATION.
04 THE APPROVAL, ON AN ADVISORY BASIS, OF FUTURE Management Abstain Against
ADVISORY VOTES ON EXECUTIVE COMPENSATION EVERY
YEAR.
MONSTER WORLDWIDE, INC.
SECURITY 611742107 MEETING TYPE Annual
TICKER SYMBOL MWW MEETING DATE 07-Jun-2011
ISIN US6117421072 AGENDA 933436671 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: SALVATORE IANNUZZI Management For For
1B ELECTION OF DIRECTOR: JOHN GAULDING Management For For
1C ELECTION OF DIRECTOR: EDMUND P. GIAMBASTIANI, JR. Management For For
1D ELECTION OF DIRECTOR: CYNTHIA P. MCCAGUE Management For For
1E ELECTION OF DIRECTOR: JEFFREY F. RAYPORT Management For For
1F ELECTION OF DIRECTOR: ROBERTO TUNIOLI Management For For
1G ELECTION OF DIRECTOR: TIMOTHY T. YATES Management For For
02 RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS Management For For
MONSTER WORLDWIDE, INC.'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
03 APPROVAL OF AN AMENDMENT TO THE MONSTER Management Against Against
WORLDWIDE, INC. 2008 EQUITY INCENTIVE PLAN TO
INCREASE THE NUMBER OF SHARES AUTHORIZED FOR
ISSUANCE THEREUNDER.
04 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER Management Abstain Against
COMPENSATION.
05 FREQUENCY OF ADVISORY VOTES ON NAMED EXECUTIVE Management Abstain Against
OFFICER COMPENSATION.
MASTERCARD INCORPORATED
SECURITY 57636Q104 MEETING TYPE Annual
TICKER SYMBOL MA MEETING DATE 07-Jun-2011
ISIN US57636Q1040 AGENDA 933452396 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1A ELECTION OF DIRECTOR: MARC OLIVIE Management For For
1B ELECTION OF DIRECTOR: RIMA QURESHI Management For For
1C ELECTION OF DIRECTOR: MARK SCHWARTZ Management For For
1D ELECTION OF DIRECTOR: JACKSON P. TAI Management For For
02 ADVISORY VOTE ON EXECUTIVE COMPENSATION Management Abstain Against
03 ADVISORY VOTE ON FREQUENCY OF HOLDING FUTURE Management Abstain Against
ADVISORY VOTES ON EXECUTIVE COMPENSATION
04 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
COMPANY FOR 2011
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 56
The Gabelli Value Fund Inc.
EQUINIX, INC.
SECURITY 29444U502 MEETING TYPE Annual
TICKER SYMBOL EQIX MEETING DATE 09-Jun-2011
ISIN US29444U5020 AGENDA 933451394 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 STEVEN T. CLONTZ For For
2 GARY F. HROMADKO For For
3 SCOTT G. KRIENS For For
4 WILLIAM K. LUBY For For
5 IRVING F. LYONS, III For For
6 CHRISTOPHER B. PAISLEY For For
7 STEPHEN M. SMITH For For
8 PETER F. VAN CAMP For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2011.
03 TO APPROVE BY A NON-BINDING ADVISORY VOTE THE Management Abstain Against
COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
OFFICERS.
04 TO APPROVE BY A NON-BINDING ADVISORY VOTE THE Management Abstain Against
FREQUENCY OF STOCKHOLDER NON-BINDING ADVISORY
VOTES ON THE COMPANY'S NAMED EXECUTIVE OFFICER
COMPENSATION.
05 TO APPROVE AN AMENDMENT TO THE COMPANY'S Management For For
CERTIFICATE OF INCORPORATION TO REDUCE THE CURRENT VOTING
REQUIREMENT TO A MAJORITY OF THE OUTSTANDING SHARES ENTITLED TO
VOTE TO AMEND, REPEAL OR ADOPT ANY PROVISION OF THE CERTIFICATE
OF INCORPORATION.
06 TO APPROVE AN AMENDMENT TO THE COMPANY'S Management For For
BYLAWS TO REDUCE THE CURRENT VOTING REQUIREMENT TO A MAJORITY OF
THE OUTSTANDING SHARES ENTITLED TO VOTE TO REMOVE ANY DIRECTORS
OR THE ENTIRE BOARD FOR CAUSE.
07 TO APPROVE AN AMENDMENT TO THE COMPANY'S Management For For
BYLAWS TO REDUCE THE CURRENT VOTING REQUIREMENT TO A MAJORITY
OF THE OUTSTANDING SHARES ENTITLED TO VOTE TO AMEND, ALTER,
ADD TO OR RESCIND OR REPEAL THE BYLAWS.
LAS VEGAS SANDS CORP.
SECURITY 517834107 MEETING TYPE Annual
TICKER SYMBOL LVS MEETING DATE 10-Jun-2011
ISIN US5178341070 AGENDA 933441420 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 CHARLES D. FORMAN For For
2 GEORGE P. KOO For For
3 IRWIN A. SIEGEL For For
02 TO CONSIDER AND ACT UPON THE RATIFICATION OF THE Management For For
SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
03 TO CONSIDER AND ACT UPON AN ADVISORY (NON- Management Abstain Against
BINDING) PROPOSAL ON EXECUTIVE COMPENSATION.
04 TO CONSIDER AND ACT UPON AN ADVISORY (NON- Management Abstain Against
BINDING) PROPOSAL ON HOW FREQUENTLY
STOCKHOLDERS SHOULD VOTE TO APPROVE
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
FREEPORT-MCMORAN COPPER & GOLD INC.
SECURITY 35671D857 MEETING TYPE Annual
TICKER SYMBOL FCX MEETING DATE 15-Jun-2011
ISIN US35671D8570 AGENDA 933435720 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
1 DIRECTOR Management
1 RICHARD C. ADKERSON For For
2 ROBERT J. ALLISON, JR. For For
3 ROBERT A. DAY For For
4 GERALD J. FORD For For
5 H. DEVON GRAHAM, JR. For For
6 CHARLES C. KRULAK For For
7 BOBBY LEE LACKEY For For
8 JON C. MADONNA For For
9 DUSTAN E. MCCOY For For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 57
The Gabelli Value Fund Inc.
10 JAMES R. MOFFETT For For
11 B.M. RANKIN, JR. For For
12 STEPHEN H. SIEGELE For For
2 APPROVAL, ON AN ADVISORY BASIS, OF THE Management Abstain Against
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
3 APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY Management Abstain Against
OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF
OUR NAMED EXECUTIVE OFFICERS.
4 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
5 STOCKHOLDER PROPOSAL REGARDING THE SELECTION Shareholder Against For
OF A CANDIDATE WITH ENVIRONMENTAL EXPERTISE TO BE
RECOMMENDED FOR ELECTION TO THE COMPANY'S
BOARD OF DIRECTORS.
INTERNAP NETWORK SERVICES CORPORATION
SECURITY 45885A300 MEETING TYPE Annual
TICKER SYMBOL INAP MEETING DATE 16-Jun-2011
ISIN US45885A3005 AGENDA 933447307 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 DANIEL C. STANZIONE For For
2 DEBORA J. WILSON For For
02 TO APPROVE AMENDMENTS TO THE COMPANY'S 2005 Management Against Against
INCENTIVE STOCK PLAN.
03 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2011.
04 TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE Management Abstain Against
COMPENSATION.
05 TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY Management Abstain Against
OF EXECUTIVE COMPENSATION VOTES.
CHINA YUCHAI INTERNATIONAL LIMITED
SECURITY G21082105 MEETING TYPE Annual
TICKER SYMBOL CYD MEETING DATE 17-Jun-2011
ISIN BMG210821051 AGENDA 933467133 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 TO RECEIVE AND ADOPT THE AUDITED FINANCIAL Management For For
STATEMENTS AND INDEPENDENT AUDITORS' REPORT FOR THE FINANCIAL
YEAR ENDED DECEMBER 31, 2010.
02 TO APPROVE AN INCREASE IN THE LIMIT OF THE Management For For
DIRECTORS' FEES AS SET OUT IN BYE-LAW 10(11) OF THE
BYE-LAWS OF THE COMPANY FROM US$250,000 TO
US$625,205 FOR THE FINANCIAL YEAR 2010 (DIRECTORS'
FEES PAID FOR FY 2009: US$510,959).
03 DIRECTOR Management
1 MR KWEK LENG PECK For For
2 MR GAN KHAI CHOON For For
3 MR TAN ENG KWEE For For
4 MR TAN AIK-LEANG For For
5 MR NEO POH KIAT For For
6 MR MATTHEW RICHARDS For For
7 MR ZHANG SHI YONG For For
8 MR HAN YI YONG For For
04 TO RE-ELECT MR YUEN KIN PHENG, APPOINTED A Management For For
DIRECTOR ON MAY 20, 2011 AND RETIRING PURSUANT TO
BYE-LAW 4(3) OF THE BYE-LAWS OF THE COMPANY, TO HOLD OFFICE UNTIL
THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY.
05 TO AUTHORIZE THE BOARD OF DIRECTORS TO APPOINT Management For For
DIRECTORS UP TO THE MAXIMUM OF 11 OR SUCH
MAXIMUM NUMBER AS DETERMINED FROM TIME TO TIME BY
THE SHAREHOLDERS IN GENERAL MEETING TO FILL ANY VACANCIES
ON THE BOARD.
06 TO RE-APPOINT MESSRS ERNST & YOUNG LLP AS Management For For
INDEPENDENT AUDITORS OF THE COMPANY AND TO
AUTHORISE THE AUDIT COMMITTEE TO FIX THEIR
REMUNERATION.
LIBERTY GLOBAL, INC.
SECURITY 530555101 MEETING TYPE Annual
TICKER SYMBOL LBTYA MEETING DATE 21-Jun-2011
ISIN US5305551013 AGENDA 933446709 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 MICHAEL T. FRIES For For
2 PAUL A. GOULD For For
3 JOHN C. MALONE For For
4 LARRY E. ROMRELL For For
02 APPROVAL OF A RESOLUTION ON COMPENSATION OF THE Management Abstain Against
NAMED EXECUTIVE OFFICERS.
03 APPROVAL OF A RESOLUTION ON THE FREQUENCY OF Management Abstain Against
HOLDING AN ADVISORY VOTE ON THE COMPENSATION OF
THE NAMED EXECUTIVE OFFICERS.
04 RATIFICATION OF THE SELECTION OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2011.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 58
The Gabelli Value Fund Inc.
UNIVERSAL DISPLAY CORPORATION
SECURITY 91347P105 MEETING TYPE Annual
TICKER SYMBOL PANL MEETING DATE 23-Jun-2011
ISIN US91347P1057 AGENDA 933437128 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------- ---------- ------- -----------
01 DIRECTOR Management
1 STEVEN V. ABRAMSON For For
2 LEONARD BECKER For For
3 ELIZABETH H. GEMMILL For For
4 C. KEITH HARTLEY For For
5 LAWRENCE LACERTE For For
6 SIDNEY D. ROSENBLATT For For
7 SHERWIN I. SELIGSOHN For For
02 APPROVAL OF A PROPOSAL TO INCREASE THE NUMBER OF Management For For
SHARES AUTHORIZED FOR ISSUANCE UNDER THE EQUITY
COMPENSATION PLAN
03 APPROVAL OF A NON-BINDING, ADVISORY RESOLUTION Management Abstain Against
REGARDING EXECUTIVE COMPENSATION
04 NON-BINDING, ADVISORY VOTE REGARDING THE Management Abstain Against
FREQUENCY OF FUTURE ADVISORY SHAREHOLDER VOTES
ON EXECUTIVE COMPENSATION
05 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Management For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2011
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.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant The Gabelli Value Fund Inc.
By (Signature and Title)* /s/ Bruce N. Alpert
-------------------------------------------------------
Bruce N. Alpert, Principal Executive Officer
Date August 10, 2011
* Print the name and title of each signing officer under his or her
signature.