================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-4014
Exact name of registrant as specified in charter: MERIDIAN FUND, INC.
60 E. SIR FRANCIS DRAKE BLVD., STE. 306, LARKSPUR, CA. 94939
------------------------------------------------------------
(Address of principal executive offices)
GREGG B. KEELING
ASTER INVESTMENT MANAGEMENT, INC.
60 E. SIR FRANCIS DRAKE BLVD., STE. 306
LARKSPUR, CA. 94939
-------------------------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: (415) 461-8770
Date of fiscal year end: JUNE 30,
Date of reporting period: JULY 1, 2006 - JUNE 30, 2007
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 (ss.ss. 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, 450 Fifth Street, NW, Washington,
DC 20549-0609. The OMB has reviewed this collection of information under the
clearance requirements of 44 U.S.C. ss. 3507.
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ITEM 1. PROXY VOTING RECORD:
Appended hereto as Exhibit A is the following information indicating for each
matter relating to a portfolio security owned by the Registrant considered at
any shareholder meeting held during the twelve month period ended June 30, 2007
with respect to which the Registrant was entitled to vote:
(a). The name of the issuer of the portfolio security;
(b). The exchange ticker symbol of the portfolio security;
(c). The Council on Uniform Securities Identification Procedures ("CUSIP")
number for the portfolio security;
(d). The shareholder meeting date;
(e). A brief identification of the matter voted on;
(f). Whether the Registrant cast its vote on the matter;
(g). How the Registrant cast its vote (e.g., for or against proposal, or
abstain; for or withhold regarding election of directors); and
(h). Whether the matter was proposed by the issuer or by a security holder;
(i). Whether the Registrant cast its vote for or against management.
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): MERIDIAN FUND, INC.
By (Signature and Title)*: /s/ Gregg B. Keeling
---------------------------------------
Gregg B. Keeling, CFO / PROXY MANAGER
Date: AUGUST 17 , 2007
* Print the name and title of each signing officer under his or her signature.
MERIDIAN EQUITY INCOME FUND
(h), (i)
I= PROPOSED BY ISSUER
S=PROPOSED BY
SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
MANAGEMENT
(a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION
- ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- ---------------------
BellSouth Corp. BLS 079860102 7/21/2006
Agreement and plan of merger,
Dated as of March 4,2006 as of
March 4,2006, as amended, among
BellSouth, AT&T Inc. and a
wholly owned subsidiary of AT&T
Inc. yes for i,w
Regions Financial Corp. RF 7591EP100 10/3/2006
Adopt the agreement and plan of
merger between Regions Financial
Corporation and Amsouth
Bancorporation, dated as of
5/24/2006 yes for i,w
Approve the adjournment of the
Regions special, if necessary or
appropriate, to solicit
additional proxies. yes for i,w
RPM International Inc. RPM 749685103 10/5/2006
Election of directors yes for all i,w
Approve and adopt the 2007
Restricted Stock Plan yes for i,w
Approve and adopt the 2007
Incentive Compensation Plan yes for i,w
Briggs & Stratton Corp. BGG 109043109 10/18/2006
Election of directors yes for all i,w
Ratification of
Pricewaterhousecoopers as
independent auditor yes for i,w
Ratification of the Rights
Agreement as amended by the
Board of Directors on 8/9/06 yes for i,w
Emerson Electric CO. EMR 291011104 2/6/2007
Election of directors yes for all i,w
Ratify KPMG LLP as independent
registered public accounting
firm yes for i,w
Waddell & Reed Financial, Inc. WDR 930059100 4/11/2007
Election of directors yes for all i,w
Approve an amendment to the
stock incentive plan, as
amended and restated, to
eliminate (1) the company's
ability to issue incentive
stock options, (2) the ten-year
term of the plan and (3) the
company's ability to add back
to the pool of shares reserved
for issuance under the plan yes against i,a
Ratify KPMG LLP as independent
registered public accounting
firm for fiscal year 2007 yes for i,w
Carnival Corporation CCL 143658300 4/16/2007
Election of directors yes for all i,w
Re-appoint independent auditors
and ratify selection of
independent accounting firm yes for i,w
Authorize the audit committee
to agree to the renumeration of
independent auditors yes for i,w
Receive the accounts and
reports for the fiscal year
ended 11/30/06 yes for i,w
Approve Director's remuneration
report yes for i,w
Approve limits on the authority
to allot shares yes against i,a
Approve the disapplication of
pre-emption rights yes against i,a
Approve a general authority to
buy back ordinary shares in the
open market yes for i,w
Approve electronic
communications with
shareholders yes for i,w
Sonoco Products Company SON 835495102 4/18/2007 Election of directors yes for all i,w
Ratify selection of independent
registered public accounting firm yes for i,w
Regions Financial Corp. RF 7591EP100 4/19/2007
Election of directors yes for all i,w
Ratify selection of independent
registered public accounting
firm yes for i,w
Declassification amendment yes for i,w
P P G Industries PPG 693506107 4/19/2007
Election of directors yes for all i,w
Endorse appointment of
independent registered public
accounting firm for 2007 yes for i,w
Implement a majority vote
standard for the election of
Directors in uncontested
elections, retaining a
plurality vote standard in
contested elections. yes against i,a
Eliminate cumulative voting in
all elections of Directors yes for i,w
Shareholder proposal related to
future severance agreements
with senior executives yes against s,w
Genuine Parts Company GPC 372460105 4/23/2007
Election of directors yes for all i,w
Amend the amended and restated
articles of incorporation to
eliminate all shareholder
supermajority voting provisions yes for i,w
Ratify the selection of
independent auditors for fiscal
year ending 12/31/2007 yes for i,w
VF Corp. VFC 918204108 4/24/2007
Election of directors yes for all i,w
Approval of amendment and
reinstatement of 1998 stock
compensation plan yes against i,a
Ratify the selection of
independent accounting firm for
fiscal year ending 12/29/2007 yes for i,w
Stanley Works SWK 854616109 4/25/2007
Election of directors yes for all i,w
Approve independent auditors
for the year 2007 yes for i,w
Shareholder proposal urging
Directors to require all
Directors be elected annually yes for s,a
E.I. du Pont De Nemours & Co. DD 263534109 4/25/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm yes for i,w
On DuPont equity and incentive
plan yes against i,a
On genetically modified food yes against s,w
On plant closure yes against s,w
On report on PFOA yes against s,w
On costs yes against s,w
On global warming yes against s,w
On chemical facility security yes against s,w
(h), (i)
I= PROPOSED BY ISSUER
S=PROPOSED BY
SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
MANAGEMENT
(a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION
- ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- ---------------------
Willis Group Holdings Limited WSH G96655108 4/25/2007
Election of directors yes for all i,w
Reappoint independent auditors yes for i,w
Chevron Corp. CVX 166764100 4/25/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm yes for i,w
Amend Chevron's restated
certificate of Incorporation to
repeal the supermajority vote
provisions yes for i,w
Adopt policy and report on human
rights yes against s,w
Adopt goals and report on
greenhouse gas emissions yes against s,w
Adopt policy and report on
animal welfare yes against s,w
Recommend amendment to the
by-laws to separate the
CEO/Chairman positions yes against s,w
Amend the by-laws regarding the
stockholder rights plan policy yes against s,w
Report on host country
environmental laws yes against s,w
Avery Dennison Corporation AVY 053611109 4/26/2007
Election of directors yes for all i,w
Ratify independent auditors for
fiscal year ending 12/31/07 yes for i,w
Johnson & Johnson JNJ 478160104 4/26/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm yes for i,w
Majority voting requirements for
director nominees yes against s,w
Supplemental retirement plan yes against s,w
Diebold, Incorporated DBD 253651103 4/26/2007
Election of directors yes for all i,w
Ratify independent auditors for
the year 2007 yes for i,w
Amendments to the amended code
of regulations relating to:
modernization and clarification
of existing code yes for i,w
Amendments to the amended code
of regulations relating to: a
new NYSE requirement regarding
uncertified shares yes for i,w
Amendments to the amended code
of regulations relating to:
indemnification of officers
and directors yes against i,a
Amendments to the amended code
of regulations relating to:
notice of shareholder proposals yes against i,a
Amendments to the amended code
of regulations relating to:
permitting the board to amend
the code to the extent
permitted by law yes against i,a
To consider other such matters
as may come before the board or
any adjournment or postponement yes for i,w
AT & T Inc. T 00206R102 4/27/2007
Election of directors yes for all i,w
Ratify independent auditors yes for i,w
Approve the AT&T severance
policy yes for i,w
Proposal A yes against s,w
Proposal B yes against s,w
Proposal C yes against s,w
Proposal D yes against s,w
Proposal E yes against s,w
Bemis Company, Inc. BMS 081437105 5/3/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm yes for i,w
Vote upon the stockholder
proposal on compensation report
if properly presented at
meeting yes against s,w
Autoliv Inc. ALV 052800109 5/3/2007
Election of directors yes for all i,w
Approval of independent
auditors yes for i,w
Waste Management, Inc. WMI 94106L109 5/4/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm for 2007 yes for i,w
Hubbell Inc. HUB.B 443510201 5/7/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm for year
2007 yes for i,w
Rohm and Haas Co. ROH 775371107 5/7/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm for 2007 yes for i,w
3M Co. MMM 88579Y101 5/8/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm yes for i,w
Amend the restated certificate
of incorporation to eliminate
supermajority vote requirements yes for i,w
Amend the restated certificate
of incorporation to eliminate
the fair price provision yes for i,w
Approval of annual executive
incentive plan yes for i,w
Approval of the material terms
of the performance criteria
under the performance unit plan yes for i,w
Executive compensation based on
the performance of peer
companies yes against s,w
(h), (i)
I= PROPOSED BY ISSUER
S=PROPOSED BY
SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
MANAGEMENT
(a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION
- ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- ---------------------
Newell Rubbermaid Inc. NWL 651229106 5/8/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm for 2007 yes for i,w
Approval to adopt simple
majority vote yes against s,w
Approval to adopt director
election majority vote standard yes for s,a
Leggett & Platt LEG 524660107 5/9/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm for
fiscal year ending 12/31/07 yes for i,w
Addition of sexual orientation
to written non-discrimination
policy yes against s,w
Mercury General Corp. MCY 589400100 5/9/2007
Election of directors yes for all i,w
United Parcel Service Inc. UPS 911312106 5/10/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm for
fiscal year ending 12/31/07 yes for i,w
Lincoln National Corp. LNC 534187109 5/10/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm yes for i,w
Approve an amendment and
restatement of the amended and
restated incentive compensation
plan yes against i,a
Approve stock option plan for
non-employee directors yes against i,a
Reynolds American RAI 761713106 5/11/2007
Election of directors yes for all i,w
Amend Articles of Incorporation
to increase number of shares of
common stock yes for i,w
Ratify independent auditors yes for i,w
Comerica Incorporated CMA 200340107 5/15/2007
Election of directors yes for all i,w
Ratify appointment of
independent auditors yes for i,w
Preparation of a sustainability
report yes against s,w
Intel Corp. INTC 458140100 5/16/2007
Election of directors yes for all i,w
Ratify appointment of
independent registered public
accounting firm yes for i,w
Amendment and extension of 2006
equity incentive plan yes against i,a
Approval of 2007 executive
officer incentive plan yes for i,w
Proposal requesting limitation
on executive compensation yes against i,s
Mattel Inc. MAT 577081102 5/18/2007
Election of directors yes for all i,w
Ratify appointment of
independent registered public
accounting firm yes for i,w
Adoption of director election
majority voting standard and
stockholder approval of
amendment to the certificate of
incorporation eliminating
cumulative voting yes for i,w
Approval of incentive plan and
terms of its performance goals yes for i,w
Proposal regarding compensation
of the top five members of
management yes against s,w
Proposal to separate the roles
of CEO and chairman yes against s,w
Proposal regarding certain
reports by the board of directors yes against s,w
Proposal regarding
pay-for-superior-performance yes against s,w
Limited Brands, Inc. LTD 532716107 5/21/2007
Election of directors yes for all i,w
Ratify appointment of
independent registered public
accountants yes for i,w
Approval of 2007 cash incentive
compensation performance plan yes for i,w
Declassification of the board yes for s,a
R.R. Donnelley & Sons Company RRD 257867101 5/24/2007
Election of directors yes for all i,w
Ratify auditors yes for i,w
Approval of amendments to the
restated Certificate of
Incorporation eliminating the
classified structure of the
board of directors yes for i,w
Approval of amendments to the
restated Certificate of
Incorporation eliminating
supermajority vote requirements
for mergers, consolidations or
asset sales yes for i,w
Proposal to adopt UN global
compact yes against s,w
Proposal to eliminate the
classified structure of the
board of directors yes against s,w
MERIDIAN VALUE FUND
(h), (i)
I= PROPOSED BY ISSUER
S=PROPOSED BY
SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
MANAGEMENT
(a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION
- ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- ---------------------
Xilinx, Inc. XLNX 983919101 7/26/2006
Election of directors yes for all i,w
Ratify and approve an amendment
to the company's 1990 employee
stock purchase plan to increase
the numbers of shares reserved
for issuance thereunder by
2,000,000 shares yes for i,w
Proposal to approve the 2007
Equity Incentive Plan and to
authorize 10,000,000 shares to be
reserved for issuance thereunder. yes against i,a
Ratify Ernst & Young LLP as
external auditors. yes for i,w
The Jean Coutu Group, Inc. PJC.A 47215Q104 9/19/2006
(TSX) Election of directors yes for all i,w
Appoint Deloitte & Touche LLP as
auditors yes for i,w
Amend stock option plan yes against i,a
Tektronix, Inc. TEK 879131100 9/21/2006
Election of directors yes for all i,w
Ratify Deloitte & Touche LLP as
independent auditors yes for i,w
Regions Financial Corp. RF 7591EP100 10/3/2006
Adopt the agreement and
plan of merger between Regions
Financial Corporation and
Amsouth Bancorporation, dated as
of 5/24/2006 yes for i,w
Approve the adjournment of the
Regions special, if necessary or
appropriate, to solicit
additional proxies. yes for i,w
Ruby Tuesday Inc. RI 781182100 10/11/2006
Election of directors yes for all i,w
Amend stock incentive plan and
deferred compensation plan for
Directors (The Directors Plan) yes against i,a
Approve an amendment to the 2003
Stock Incentive Plan (Formerly
known as the 1996 Non-Executive
Stock Incentive Plan) (The 2003
SIP)
Approve an amendment to the
stock incentive and deferred
compensation plan (Formerly
known as the 1998 Non-Executive
Stock Incentive Plan)(The 2003
SIP) yes against i,a
Ratify KPMG LLP as independent
registered public accounting
firm for the fiscal year ending
6/5/07 yes for i,w
Sysco Corp. SYY 871829107 11/6/2006
Election of directors yes for all i,w
Ratify Ernst & Young as
independent accountants for the
fiscal year 2007 yes for i,w
Proposal requesting that the
Board of Directors implement a
majority vote policy yes against s,na
BearingPoint Inc. BE 074002106 12/14/2006 *********Received proxy after
voting cut-off date********
Election of directors no for all i,w
Approve the amended and
reinstated BearingPoint Inc.
2000 long-term incentive plan no for i,a
Ratify PricewaterhouseCOopers as
independent registered
accounting firm no for i,w
Western Digital Corporation WDC 958102105 2/6/2007
Election of directors yes for all i,w
Appointment of KPMG LLP as
independent accounting firm yes for all i,w
AmerisourceBergen Corp. ABC 03073E105 2/16/2007
Election of directors yes for all i,w
Ratify appointment of independent
registered public accounting
firm yes for i,w
ABM Industries Inc. ABM 000957100 3/6/2007
Election of directors yes for all i,w
Ratify KPMG LLP as ABM
Industries Incorporated's
independent registered public
accounting firm yes for i,w
Cabot Corp. CBT 127055101 3/8/2007
Election of directors yes for all i,w
Ratify Deloitte & Touche LLP as
independent registered public
accounting firm for fiscal year
ending 9/30/07 yes for i,w
Approve short-term incentive
compensation plan yes against i,a
Analog Devices Inc. ADI 032654105 3/13/2007
Election of directors yes for all i,w
Ratify Ernst & Young LLP as
independent registered public
accounting firm for the fiscal
year ending 11/3/07 yes for i,w
Shareholder proposal on
performance based stock option
grants to senior executives yes against s,w
Shareholder proposal relating to
majority voting in Director
elections yes against s,w
Spartech Corp. SHE 847220209 3/14/2007
Election of directors yes for all i,w
Ratify appointment of independent
registered public accounting firm yes for i,w
Shareholder proposal urging Board
of Directors to eliminate the
classification of Directors and
require all Directors stand for
election annually if properly
presented at the meeting yes for s,a
(h), (i)
I= PROPOSED BY ISSUER
S=PROPOSED BY
SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
MANAGEMENT
(a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION
- ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- ---------------------
Dynegy Inc. DYN 26816Q101 3/29/2007
Adopt the merger agreement by and
among Dynegy inc., Dynegy
Acquisition Inc., Falcon Merger
Sub Co., LSP Gen Investors, L.P.,
LS Power Partners, L.P., LS Power
Equity Partners PIE I, L.P., LS
Power Equity Partners, L.P. and
LS Power associates, L.P. and
approve the merger of Merger Sub
with and into Dynegy Inc. yes for i,w
Regions Financial Corp. RF 7591Ep100 4/19/2007
Election of directors yes for all i,w
Ratify selection of independent
registered public accounting firm yes for i,w
Declassification amendment yes for i,w
Hawaiian Electric Industries,
Inc. HE 419870100 4/24/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm yes for i,w
Anheuser-Busch Cos., Inc. BUD 035229103 4/25/2007
Election of directors yes for all i,w
Approval of 2007 equity and
incentive plan yes against i,a
Approval of global employee stock
purchase plan yes for i,w
Approval of independent
registered public accounting firm yes for i,w
Stockholder proposal concerning a
report on charitable
contributions yes against s,w
Willis Group Holdings Limited WSH G96655108 4/25/2007
Election of directors yes for all i,w
Reappoint independent auditors yes for i,w
Unisys Corp. UIS 909214108 4/26/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm yes for i,w
Approve the Unisys Corporation
2007 long-term incentive and
equity compensation plan yes against i,a
Political contributions yes against s,w
Sustainability report yes against s,w
Kimberly-Clark Corp. KMB 494368103 4/26/2007
Election of directors yes for all i,w
Approval of auditors yes for i,w
Amended and restated certificate
of incorporation to eliminate the
classified board of directors and
to make certain technical
changes yes for i,w
Supermajority voting yes against s,w
Adoption of global human rights
standard based on international
labor conventions yes against s,w
Request for report on phasing out
use of non-fsc certified fiber yes against s,w
Diebold, Incorporated DBD 253651103 4/26/2007
Election of directors yes for all i,w
Ratify independent auditors for
the year 2007 yes for i,w
Amendments to the amended code of
regulations relating to:
modernization and clarification
of existing code yes for i,w
Amendments to the amended code of
regulations relating to: a new
NYSE requirement regarding
uncertified shares yes for i,w
Amendments to the amended code of
regulations relating to:
indemnification of officers and
directors yes against i,a
Amendments to the amended code of
regulations relating to: notice
of shareholder proposals yes against i,a
Amendments to the amended code of
regulations relating to:
permitting the board to amend the
code to the extent permitted by
law yes against i,a
To consider other such matters as
may come before the board or
any adjournment or postponement yes for i,w
Beckman Coulter, Inc. BEC 075811109 4/27/2007
Election of directors yes for all i,w
Approval of the 2007 long-term
performance plan yes against i,a
XL Capital Ltd. XL G98255105 4/27/2007
Election of directors yes for all i,w
Ratify independent public
accounting firm for the fiscal
year ending 12/31/07 yes for i,w
Stewart Information Services
Corp. STC 860372101 4/27/2007
Election of directors yes for all i,w
Amendment of the 2005 long-term
incentive plan yes against i,a
(h), (i)
I= PROPOSED BY ISSUER
S=PROPOSED BY
SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
MANAGEMENT
(a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION
- ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- ---------------------
Apartment Investment and
Management Co. AIV 03748R101 4/30/2007 ******Received proxy after voting
cut-off date******
Election of directors no for all i,w
Ratify independent registered
public accounting firm no for i,w
Approve the 2007 stock award and
incentive plan no against i,a
Approve the 2007 employee stock
purchase plan no for i,w
Baxter International, Inc. BAX 071813109 5/1/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm yes for i,w
Approval of 2007 incentive plan yes against i,a
Barrick Gold Corp. ABX 067901108 5/2/2007
Election of directors yes for all i,w
Approval of auditors yes for i,w
Resolution approving amendment of
the stock option plan (2004) yes against i,a
TECO Energy, Inc. TE 872375100 5/2/2007
Election of directors yes for all i,w
Ratify independent auditor yes for i,w
Nokia Corporation NOK 654902204 5/3/2007
Election of directors yes for all i,w
Approval of income statements
and balance sheets yes for i,w
Approval of a dividend of Eur
0.43 per share yes for i,w
Approval of the discharge of the
chairman, the members of the
board of directors and the
president from liability yes against i,a
Approval of amendment of the
articles of association yes for i,w
Approval of renumeration to be
paid to members of the board yes for i,w
Approval of the composition of
the board of directors yes for i,w
Approval of renumeration to
auditor yes for i,w
Re-elect auditors for fiscal year
2007 yes for i,w
Approval of grant of stock
options to selected personnel yes against i,a
Approval of reduction of share
issue premium yes for i,w
Approval of proposal of board on
recording of subscription price
for shares issued based on stock
options yes for i,w
Approval of authorization to
board on issuance of shares and
special rights entitling to
shares yes against i,a
Authorization of board to
repurchase Nokia shares yes for i,w
Mark "for" box if you wish
Nokia's legal counsels to vote on
your behalf yes abstain i,na
Avon Products, Inc. AVP 054303102 5/3/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm yes for i,w
Amendments to restated certificate
of corporation and by-laws yes for i,w
Resolution regarding benchmarking
of incentive compensation goals
against peer group performance yes against s,w
Apria Healthcare Group Inc. AHG 037933108 5/4/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm for fiscal
year ending 12/31/07 yes for i,w
Waste Management, Inc. WMI 94106L109 5/4/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm for 2007 yes for i,w
International Flavors &
Fragrances, Inc. IFF 4549506101 5/8/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm for 2007 yes for i,w
Reapprove business criteria used
for setting performance goals
under the 2000 stock award and
incentive plan yes against i,a
Charles Rivers Laboratories
International, Inc. CRL 159864107 5/8/2007
Election of directors yes for all i,w
Approve 2007 incentive plan
authorizing issuance of up to
6,300,000 shares of common stock yes against i,a
Ratify independent registered
public accountants for fiscal
year ending 12/29/07 yes for i,w
(h), (i)
I= PROPOSED BY ISSUER
S=PROPOSED BY
SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
MANAGEMENT
(a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION
- ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- ---------------------
Progress Energy Inc. PGN 743263105 5/9/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm for 2007 yes for i,w
Approval of the 2007 equity
incentive plan yes against I,a
Entegris, Inc. ENTG 29362U104 5/9/2007
Election of directors yes for all i,w
Mine Safety Appliances Co. MSA 602720104 5/10/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm yes for i,w
Healthcare Realty Trust, Inc. HR 421946104 5/15/2007
Election of directors yes for all i,w
Act on a proposed 2007 employees
stock incentive plan yes for i,w
Ratify appointment of independent
auditors yes for i,w
Rent-A-Center Inc. RCII 76009N100 5/15/2007
Election of directors yes for all i,w
Ratify appointment of independent
auditors yes for i,w
Alltel Corporation AT 020039103 5/15/2007
Election of directors yes for all i,w
Ratify appointment of independent
auditors yes for i,w
JPMorgan Chase and Co. JPM 46625H100 5/15/2007
Election of directors yes for all i,w
Appointment of independent
registered public accounting firm yes for i,w
Stock options yes for s,a
Performance-based restricted
stock yes against s,w
Executive compensation plan yes against s,w
Separate chairman yes against s,w
Cumulative voting yes against s,w
Majority voting for directors yes against s,w
Political contribution report yes against s,w
Slavery apology report yes against s,w
Avid Technology, Inc. AVID 05367P100 5/16/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm yes for i,w
Consider other business as may
come before the meeting or any
adjournment thereof yes for i,w
Tuesday Morning, Inc. TUES 899035505 5/16/2007
Election of directors yes for all i,w
Ratify appointment of independent
registered public accounting firm yes for i,w
Safeway Inc. SWY 786514208 5/16/2007
Election of directors yes for all i,w
Approval of 2007 equity and
incentive award plan yes against i,a
Approval of amended and restated
Capital Performance Bonus Plan
for Executive Officers and Key
employees yes for i,w
Ratify appointment of independent
registered public accounting firm yes for i,w
Cumulative voting yes against s,w
Independent Director serve as
Chairman of Board yes against s,w
Labeling of products of cloning
or genetic engineering yes against s,w
Sustainability report yes against s,w
Report on "controlled atmosphere
killing" yes against s,w
Liz Claiborne LIZ 539320101 5/17/2007
Election of directors yes for all i,w
Ratify appointment of independent
registered public accounting firm yes for i,w
Stockholder proposal to amend
governance documents to provide
majority vote standard for the
election of directors yes for s,a
Schering-Plough Corp. SGP 806605101 5/18/2007
Election of directors yes for all i,w
Ratify designation of Deloitte &
Touche LLP as auditors for 2007 yes for i,w
Amend Certificate of
Incorporation and By-Laws to
reduce shareholder
supermajority vote requirements
to a majority vote yes for i,w
Amend Certificate of
Incorporation to elect
directors by a majority vote
rather than a plurality vote yes for i,w
Proposal relating to equity
grants yes against s,w
(h), (i)
I= PROPOSED BY ISSUER
S=PROPOSED BY
SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
MANAGEMENT
(a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION
- ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- ---------------------
Thoratec Corp. THOR 885175307 5/18/2007
Election of directors yes for all i,w
Ratify appointment of independent
auditors for year ending December
29, 2007 yes for i,w
Sealed Air Corp. SEE 81211K100 5/18/2007
Election of directors yes for all i,w
Ratify appointment of independent
auditor for year ending December
29, 2007 yes for i,w
Pactiv Corp. PTV 695257105 5/18/2007
Election of directors yes for all i,w
Ratify selection of independent
public accountants yes for i,w
AMVESCAP PLC AVZ 03235E100 5/23/2007
To receive and adopt the accounts
and reports of the directors
and auditors yes for i,w
To receive and adopt the report
on remuneration yes for i,w
To declare a final dividend yes for i,w
Re-election of Mr Joseph R Canion
as director yes for i,w
Re-election of Mr Edward Lawrence
as director yes for i,w
Re-election of Mr James Robertson
as director yes for i,w
Reappoint auditors and authorize
remuneration yes for i,w
Approve the change of name
(special resolution) yes for i,w
Authorize the directors to allot
shares pursuant to section 80 of
the Companies Act 1985 yes against i,a
Disapply statutory pre-emption
rights pursuant to section 95 of
the companies act 1985 (special
resolution) yes against i,a
Renew the authority to make
market purchases of its own
ordinary shares (special
resolution) yes for i,w
Approve the amendments to the
articles of association (special
resolution) yes for i,w
Approve the amendment to article
96.1 of the articles of
association yes for i,w
Blount international Inc. BLT 095180105 5/24/2007
Election of directors yes for all i,w
Ratify appointment of independent
registered public accounting firm yes for i,w
Zebra Technologies Corporation ZBRA 989207105 5/24/2007
Election of directors yes for all i,w
Ratify independent auditors yes for i,w
Annaly Capital Management,
Inc. NLY 035710409 5/24/2007
Election of directors yes for all i,w
Ratify appointment of independent
registered public accounting firm yes for i,w
Bunge Ltd. BG G16962105 5/25/2007
Election of directors yes for all i,w
Appoint independent auditors and
authorize Audit Committee to
determine independent auditor's
fees yes for i,w
Approve the 2007 non-employee
directors equity incentive plans yes against i,a
GlobalSanteFe Corp. GSF G3930E101 6/7/2007
Election of directors yes for all i,w
Ratify appointment of independent
auditor yes for i,w
Cognos Inc. COGN 19244C109 6/21/2007
Election of directors yes for all i,w
Ratify appointment of independent
registered public accounting firm yes for i,w
Approval of an ordinary resolution
to amend the 2003-2016 stock
option plan to reserve an
additional 1,000,000 common shares
for awards under the 2003 option
plan yes against i,a
Approval of an ordinary resolution
to amend the amendment provision
(section 17) of the 2003 option
plan yes against i,a
MERIDIAN GROWTH FUND
(h), (i)
I= PROPOSED BY ISSUER
S=PROPOSED BY
SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
MANAGEMENT
(a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION
- ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- ---------------------
Steris Corp. STE 859152100 7/26/2006
Election of directors yes for all i,w
2006 long-term equity incentive
plan yes against i,a
Ratify Ernst & Young LLP as
external auditors. yes for i,w
Airgas,Inc. ARG 009363102 8/9/2006
Election of directors yes for all i,w
Approve the 2006 Equity Incentive
Plan yes against i,a
Amended and restated 2003
employee stock purchase plan yes for i,w
Ratify KPMG LLP as independent
registered public accounting firm yes for i,w
Filenet Corp. FILE 316869106 10/3/2006
Approve and adopt the agreement
and plan of merger dated as of
8/9/06 by and among Filenet
Corporation, International
Business Machines Corp. and
Nassau Acquisition Corp. yes for i,w
Approve the adjournment of the
special meeting, if necessary, to
solicit additional proxies if
there are insufficient votes at
the time of the meeting to adopt
the merger agreement yes for i,w
RPM International Inc. RPM 749685103 10/5/2006
Election of directors yes for all i,w
Approve and adopt the 2007
Restricted Stock Plan yes for i,w
Approve and adopt the 2007
Incentive Compensation Plan yes for i,w
Ruby Tuesday Inc. RI 781182100 10/11/2006
Election of directors yes for all i,w
Amend stock incentive plan and
deferred compensation plan for
Directors (The Directors Plan) yes against i,a
Approve an amendment to the 2003
Stock Incentive Plan (Formerly
known as the 1996 Non-Executive
Stock Incentive Plan) (The 2003
SIP)
Approve an amendment to the stock
incentive and deferred
compensation plan (Formerly known
as the 1998 Non-Executive Stock
Incentive Plan)(The 2003 SIP) yes against i,a
Ratify KPMG LLP as independent
registered public accounting firm
for the fiscal year ending 6/5/07 yes for i,w
Cognos Inc. COGN 19244C109 10/18/2006
Election of directors yes for all i,w
Appoint Ernst & Young as
independently registered
accounting firm/auditors yes for i,w
Approve an ordinary resolution to
amend the 2003-2008 Cognos
Incorporated stock option plan
and amending the plan yes against i,a
Approve an ordinary resolution
regarding the addition of an
amendment process to the Cognos
Employee Stock Purchase Plan. yes against i,a
Regis Corporation RGS 758932107 10/26/2006
Election of directors yes for all i,w
Ratify independent registered
public accounting firm yes for i,w
Dionex Corporation DNEX 254546104 10/27/2006
Election of directors yes for all i,w
Approve an increase in the number
of shares of common stock
authorized for issuance under the
Dionex Corporation 2004 Equity
Incentive Plan yes against i,a
Ratify the selection of Deloitte
& Touche LLP as independent
auditors for fiscal year ending
6/30/07 yes for i,w
Zale Corporation ZLC 988858106 11/15/2006
Election of directors yes for all i,w
Ratify KPMG LLP as independent
registered public accounting firm
for the fiscal year ending
7/31/07 yes for i,w
CBRL Group Inc. CBRL 12489V106 11/28/2006
Election of directors yes for all i,w
Ratify the selection of Deloitte
& Touche LLP as independent
registered public accounting firm
for the fiscal year 2007 yes for i,w
Winnebago Industries Inc. WGO 974637100 1/9/2007
Election of directors yes for all i,w
American Power Conversion Corp. APCC 029066107 1/16/2007 Approval of the agreement and plan
of merger, dated as of 10/28/06,
by and among Schneider Electric SA,
Trianon Inc., an indirect
wholly-owned subsidiary of
Schneider Electric, and the
company, yes for i,w
Adjournment or postponement of
the special meeting to a later
time, if necessary or
appropriate, to solicit
additional proxies in favor of
the proposal to approve the
merger agreement. yes for i,w
T Rowe Price Group, Inc. TROW 74144T108 4/12/2007
Election of directors yes for all i,w
Approval of the 2007 non-employee
Director Equity Plan yes against i,a
Ratify KPMG LLP as independent
registered public accounting firm
for 2007 yes for i,w
Authorization to vote upon such
other business as may come before
the meeting yes for i,w
C.R. Bard, Inc. BCR 067383109 4/18/2007
Election of directors yes for all i,w
Ratify KPMG LLP as independent
registered public accounting firm
for 2007 yes for i,w
(h), (i)
I= PROPOSED BY ISSUER
S=PROPOSED BY
SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
MANAGEMENT
(a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION
- ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- ---------------------
Rollins Inc. ROL 775711104 4/24/2007
Election of directors yes for all i,w
Willis Group Holdings Limited WSH G96655108 4/25/2007
Election of directors yes for all i,w
Reappoint independent auditors yes for i,w
SVB Financial Group SIVB 78486Q101 4/26/2007
Election of directors yes for all i,w
Ratify KPMG LLP as independent
registered public accounting firm
for fiscal year ending 12/31/07 yes for i,w
Diebold, Incorporated DBD 253651103 4/26/2007
Election of directors yes for all i,w
Ratify independent auditors for
the year 2007 yes for i,w
Amendments to the amended code of
regulations relating to:
modernization and clarification
of existing code yes for i,w
Amendments to the amended code of
regulations relating to: a new
NYSE requirement regarding
uncertified shares yes for i,w
Amendments to the amended code of
regulations relating to:
indemnification of officers and
directors yes against i,a
Amendments to the amended code of
regulations relating to: notice
of shareholder proposals yes against i,a
Amendments to the amended code of
regulations relating to:
permitting the board to amend the
code to the extent permitted by
law yes against i,a
To consider other such matters as
may come before the board or any
adjournment or postponement yes for i,w
Apria Healthcare Group Inc. AHG 037933108 5/4/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm for fiscal
year ending 12/31/07 yes for i,w
United Stationers USTR 913004107 5/9/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm for 2007 yes for i,w
Mercury General Corp. MCY 589400100 5/9/2007
Election of directors yes for all i,w
American Tower Corp. AMT 029912201 5/9/2007
Election of directors yes for all i,w
Approval of 2007 equity incentive
plan yes against i,a
Ratify independent registered
public accounting firm for 2007 yes for i,w
Edwards Lifesciences Corp. EW 28176E108 5/10/2007
Election of directors yes for all i,w
Approval of the amendment and
restatement of the long -term
stock incentive compensation
program yes against i,a
Approval of the amendment and
restatement of the 2001 employee
stock purchase plan yes for i,w
Ratify independent registered
public accounting firm yes for i,w
Carters Inc. CRI 146229109 5/11/2007
Election of directors yes for all i,w
DENTSPLY International Inc. XRAY 249030107 5/15/2007
Election of directors yes for all i,w
Ratify appointment of independent
accountants yes for i,w
Approve amendments to 2002 equity
incentive plan yes against i,a
Laboratory Corporation of
America Holdings LH 50540R109 5/16/2007
Election of directors yes for all i,w
Ratify appointment of independent
registered public accounting firm yes for i,w
Advent Software, Inc. ADVS 007974108 5/16/2007
Election of directors yes for all i,w
Ratify appointment of independent
registered public accounting firm yes for i,w
Brown & Brown Inc. BRO 115236101 5/16/2007
Election of directors yes for all i,w
Allied Waste Industries Inc. AW 019589308 5/17/2007
Election of directors yes for all i,w
Ratify appointment of independent
registered public accounting firm yes for i,w
Majority voting for director
nominees yes for i,a
(h), (i)
I= PROPOSED BY ISSUER
S=PROPOSED BY
SHAREHOLDER
W=VOTE CAST WITH
MANAGEMENT
A=VOTE CAST AGAINST
MANAGEMENT
(a) (b) (c) (d) (e) (f) (g) NA=VOTE CAST-NO MGMT
COMPANY NAME TICKER CUSIP MEETING DATE DESCRIPTION OF MATTER VOTED ON VOTED VOTE CAST RECOMMENDATION
- ------------------------------ ------ --------- ------------ --------------------------------- ----- --------- ---------------------
UCBH Holdings, Inc. UCBH 90262T308 5/17/2007
Election of directors yes for all i,w
Approval of amendments to the
amended and restated 2006 equity
incentive plan yes against i,a
Declassification of the Board of
Directors yes for s,a
Ratify appointment of independent
registered public accounting firm yes for i,w
Republic Services, Inc. RSG 760759100 5/17/2007
Election of directors yes for all i,w
Approval and adoption of 2007
stock incentive plan yes against i,a
Ratify appointment of independent
registered public accounting firm yes for i,w
Granite Construction
Incorporated GVA 387328107 5/21/2007
Election of directors yes for all i,w
Amend By-Laws to provide that in
uncontested elections director
nominees be elected by
affirmative vote of the majority
of votes cast yes for i,w
Ratify appointment of independent
registered public accounting firm yes for i,w
AirTran holdings Inc. AAI 00949P108 5/23/2007
Election of directors yes for all i,w
To transact such other business
as properly comes before the
meeting yes for i,w
Ross Stores, Inc. ROST 778296103 5/24/2007
Election of directors yes for all i,w
Ratify appointment of independent
registered public accounting firm yes for i,w
Claire's Stores, Inc. CLE 179584107 Approval and agreement of the plan
of merger, dated as of 3/20/07
among Claire's Stores, Inc.,
Bauble Holdings Corp., and Bauble
Acquisition Sub as it may be
amended yes for i,w
Adjournment of the special
meeting, if necessary or
appropriate, to solicit
additional proxies if there are
insufficient votes at the time of
the meeting to approve the
agreement and plan of merger
described in Proposal 1 yes for i,w
Zebra Technologies Corporation ZBRA 989207105 5/24/2007
Election of directors yes for all i,w
Ratify independent auditors yes for i,w
Annaly Capital Management,
Inc. NLY 035710409 5/24/2007
Election of directors yes for all i,w
Ratify independent registered
public accounting firm yes for i,w
CSG Systems International,
Inc. CSGS 126349109 5/25/2007
Election of directors yes for all i,w
Approval of performance bonus
program yes for i,w
Approval of performance goals for
performance-based awards under
2005 stock incentive plan yes against i,a
Ratify appointment of independent
auditor yes for i,w
Cerner Corp. CERN 156782104 5/25/2007
Election of directors yes for all i,w
Ratify appointment of independent
registered public accounting firm yes for i,w
DaVita, Inc. DVA 23918K108 5/29/2007
Election of directors yes for all i,w
Approval of an amendment to
amended and restated Certificate
of Incorporation, as amended yes against i,a
Approval of the amendment and
restatement of employee stock
purchase plan yes against i,a
Approval of the amendment and
restatement of 2002 equity
compensation plan yes against i,a
Ratify appointment of independent
registered public accounting firm yes for i,w
Affiliated Managers Group Inc. AMG 008252108 5/31/2007
Election of directors yes for all i,w
Ratify appointment of independent
registered public accounting firm yes for i,w
Royal Caribbean Cruises Ltd. RCL V7780T103 5/31/2007
Election of directors yes for all i,w
Ratify appointment of independent
registered public accounting firm yes for i,w
United Rentals, Inc. URI 911363109 6/4/2007
Election of directors yes for all i,w
Ratify appointment of independent
auditors yes for i,w
Proposal to amend the amended and
restated Certificate of
Incorporation to declassify the
board of directors yes for i,w
Las Vegas Sands Corp. LVS 517834107 6/7/2007
Election of directors yes for all i,w
Ratify selection of independent
registered public accounting firm yes for i,w
Cognos Inc. COGN 19244C109 6/21/2007
Election of directors yes for all i,w
Ratify appointment of independent
registered public accounting firm yes for i,w
Approval of an ordinary
resolution to amend the 2003-2016
stock option plan to reserve an
additional 1,000,000 common
shares for awards under the 2003
option plan yes against i,a
Approval of an ordinary
resolution to amend the amendment
provision (section 17) of the
2003 option plan yes against i,a
PetSmart, Inc. PETM 716768106 6/20/2007
Election of directors yes for all i,w
Ratify appointment of independent
registered public accounting firm yes for i,w
Approve the continuation of the
executive short term incentive
plan yes against i,a