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: 811-2514 ________________________________________ ING VARIABLE FUNDS (Exact name of registrant as specified in charter) ________________________________________ 7337 E. Doubletree Ranch Road Scottsdale, AZ 85258 (Address of principal executive offices) (Zip code) (Name and address of agent for service) Theresa K. Kelety, Esq. ING Investments, LLC 7337 E. Doubletree Ranch Road Scottsdale, AZ 85258 With copies to: Philip H. Newman, Esq. Goodwin Procter, LLP Exchange Place 53 State Street Boston, MA 02109 Registrant's telephone number, including area code: (800) 992-0180 ________________________________________ Date of fiscal year end: December 31 Date of reporting period: July 1, 2007 - June 30, 2008 Item 1. Proxy Voting Record ******************************* FORM N-PX REPORT ******************************* ICA File Number: 811-02514 Reporting Period: 07/01/2007 - 06/30/2008 ING Variable Funds ====================== ING VP GROWTH AND INCOME PORTFOLIO ====================== ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 25, 2008 Meeting Type: Annual Record Date: FEB 26, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R.S. Austin For For Management 1.2 Elect Director W.M. Daley For For Management 1.3 Elect Director W.J. Farrell For For Management 1.4 Elect Director H.L. Fuller For For Management 1.5 Elect Director W.A. Osborn For For Management 1.6 Elect Director D.A.L. Owen For For Management 1.7 Elect Director B. Powell, Jr. For For Management 1.8 Elect Director W.A. Reynolds For For Management 1.9 Elect Director R.S. Roberts For For Management 1.10 Elect Director S.C. Scott, III For For Management 1.11 Elect Director W.D. Smithburg For For Management 1.12 Elect Director G.F. Tilton For For Management 1.13 Elect Director M.D. White For For Management 2 Ratify Auditors For For Management 3 Amend Human Rights Policy to Address Against Against Shareholder Access to Medicines 4 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- ACTIVISION, INC. Ticker: ATVI Security ID: 004930202 Meeting Date: SEP 27, 2007 Meeting Type: Annual Record Date: JUL 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert A. Kotick For Withhold Management 1.2 Elect Director Brian G. Kelly For For Management 1.3 Elect Director Ronald Doornink For For Management 1.4 Elect Director Robert J. Corti For For Management 1.5 Elect Director Barbara S. Isgur For Withhold Management 1.6 Elect Director Robert J. Morgado For Withhold Management 1.7 Elect Director Peter J. Nolan For Withhold Management 1.8 Elect Director Richard Sarnoff For For Management 2 Approve Omnibus Stock Plan For Against Management 3 Ratify Auditors For For Management 4 Increase Board Diversity Against Against Shareholder 5 Advisory Vote to Ratify Named Executive Against Against Shareholder Officer's Compensation - -------------------------------------------------------------------------------- ADOBE SYSTEMS INC. Ticker: ADBE Security ID: 00724F101 Meeting Date: APR 9, 2008 Meeting Type: Annual Record Date: FEB 11, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Edward W. Barnholt For For Management 2 Elect Director Michael R. Cannon For For Management 3 Elect Director James E. Daley For For Management 4 Elect Director Charles M. Geschke For For Management 5 Elect Director Shantanu Narayen For For Management 6 Elect Director Delbert W. Yocam For For Management 7 Amend Omnibus Stock Plan For For Management 8 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AIR PRODUCTS & CHEMICALS, INC. Ticker: APD Security ID: 009158106 Meeting Date: JAN 24, 2008 Meeting Type: Annual Record Date: NOV 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Donahue For For Management 1.2 Elect Director Ursula O. Fairbairn For For Management 1.3 Elect Director John P. Jones III For For Management 1.4 Elect Director Lawrence S. Smith For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: MAY 28, 2008 Meeting Type: Annual Record Date: APR 4, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Elizabeth E. Bailey For For Management 2 Elect Director Gerald L. Baliles For For Management 3 Elect Director Dinyar S. Devitre For For Management 4 Elect Director Thomas F. Farrell II For For Management 5 Elect Director Robert E. R. Huntley For For Management 6 Elect Director Thomas W. Jones For For Management 7 Elect Director George Munoz For For Management 8 Elect Director Michael E. Szymanczyk For For Management 9 Ratify Auditors For For Management 10 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 11 Provide for Cumulative Voting Against Against Shareholder 12 Adopt the Marketing and Advertising Against Against Shareholder Provisions of the U.S. Master Settlement Agreement Globally 13 Cease Advertising Campaigns Oriented to Against Against Shareholder Prevent Youth Smoking 14 Implement the "Two Cigarette" Marketing Against Against Shareholder Approach 15 Adopt Principles for Health Care Reform Against Against Shareholder - -------------------------------------------------------------------------------- AMPHENOL CORP. Ticker: APH Security ID: 032095101 Meeting Date: MAY 21, 2008 Meeting Type: Annual Record Date: MAR 24, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald P. Badie For For Management 1.2 Elect Director Dean H. Secord For For Management 2 Ratify Auditors For For Management 3 Amend Non-Employee Director Stock Option For For Management Plan - -------------------------------------------------------------------------------- ANHEUSER-BUSCH COMPANIES, INC. Ticker: BUD Security ID: 035229103 Meeting Date: APR 23, 2008 Meeting Type: Annual Record Date: FEB 29, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director August A. Busch III For For Management 1.2 Elect Director August A. Busch IV For For Management 1.3 Elect Director Carlos Fernandez G. For For Management 1.4 Elect Director James R. Jones For For Management 1.5 Elect Director Joyce M. Roche For For Management 1.6 Elect Director Henry Hugh Shelton For For Management 1.7 Elect Director Patrick T. Stokes For For Management 1.8 Elect Director Andrew C. Taylor For For Management 1.9 Elect Director Douglas A. Warner III For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Report on Charitable Contributions Against Against Shareholder 5 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 6 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- ANSYS, INC. Ticker: ANSS Security ID: 03662Q105 Meeting Date: MAY 14, 2008 Meeting Type: Annual Record Date: MAR 18, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James E. Cashman For For Management 1.2 Elect Director W.R. McDermott For For Management 1.3 Elect Director John F. Smith For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- APACHE CORP. Ticker: APA Security ID: 037411105 Meeting Date: MAY 8, 2008 Meeting Type: Annual Record Date: MAR 19, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director G. Steven Farris For For Management 2 Elect Director Randolph M. Ferlic For For Management 3 Elect Director A. D. Frazier, Jr. For For Management 4 Elect Director John A. Kocur For For Management 5 Reimburse Proxy Contest Expenses Against Against Shareholder - -------------------------------------------------------------------------------- APPLE, INC. Ticker: AAPL Security ID: 037833100 Meeting Date: MAR 4, 2008 Meeting Type: Annual Record Date: JAN 15, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William V. Campbell For For Management 1.2 Elect Director Millard S. Drexler For For Management 1.3 Elect Director Albert A. Gore, Jr. For For Management 1.4 Elect Director Steven P. Jobs For For Management 1.5 Elect Director Andrea Jung For For Management 1.6 Elect Director Arthur D. Levinson For For Management 1.7 Elect Director Eric E. Schmidt For For Management 1.8 Elect Director Jerome B. York For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 4 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Sustainability - -------------------------------------------------------------------------------- ARRIS GROUP INC Ticker: ARRS Security ID: 04269Q100 Meeting Date: DEC 14, 2007 Meeting Type: Special Record Date: NOV 7, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with an For For Management Acquisition 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- ASSOCIATED BANC-CORP. Ticker: ASBC Security ID: 045487105 Meeting Date: APR 23, 2008 Meeting Type: Annual Record Date: FEB 15, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul S. Beideman For For Management 1.2 Elect Director Ruth M. Crowley For For Management 1.3 Elect Director Robert C. Gallagher For For Management 1.4 Elect Director William R. Hutchinson For For Management 1.5 Elect Director Eileen A. Kamerick For For Management 1.6 Elect Director Richard T. Lommen For For Management 1.7 Elect Director John C. Meng For For Management 1.8 Elect Director Carlos E. Santiago For For Management 1.9 Elect Director John C. Seramur For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AT&T INC Ticker: T Security ID: 00206R102 Meeting Date: APR 25, 2008 Meeting Type: Annual Record Date: FEB 27, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Randall L. Stephenson For For Management 2 Elect Director William F. Aldinger III For For Management 3 Elect Director Gilbert F. Amelio For For Management 4 Elect Director Reuben V. Anderson For For Management 5 Elect Director James H. Blanchard For For Management 6 Elect Director August A. Busch III For For Management 7 Elect Director James P. Kelly For For Management 8 Elect Director Jon C. Madonna For For Management 9 Elect Director Lynn M. Martin For For Management 10 Elect Director John B. McCoy For For Management 11 Elect Director Mary S. Metz For For Management 12 Elect Director Joyce M. Roche For For Management 13 Elect Director Laura D' Andrea Tyson For For Management 14 Elect Director Patricia P. Upton For For Management 15 Ratify Auditors For For Management 16 Report on Political Contributions Against Against Shareholder 17 Exclude Pension Credits from Earnings Against Against Shareholder Performance Measure 18 Require Independent Lead Director Against Against Shareholder 19 Establish SERP Policy Against Against Shareholder 20 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- AVON PRODUCTS, INC. Ticker: AVP Security ID: 054303102 Meeting Date: MAY 1, 2008 Meeting Type: Annual Record Date: MAR 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Don Cornwell For For Management 1.2 Elect Director Edward T. Fogarty For For Management 1.3 Elect Director Fred Hassan For For Management 1.4 Elect Director Andrea Jung For For Management 1.5 Elect Director Maria Elena Lagomasino For For Management 1.6 Elect Director Ann S. Moore For For Management 1.7 Elect Director Paul S. Pressler For For Management 1.8 Elect Director Gary M. Rodkin For For Management 1.9 Elect Director Paula Stern For For Management 1.10 Elect Director Lawrence A. Weinbach For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Report on Nanomaterial Product Safety Against Against Shareholder - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: APR 23, 2008 Meeting Type: Annual Record Date: FEB 27, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William Barnet, III For For Management 2 Elect Director Frank P. Bramble, Sr. For For Management 3 Elect Director John T. Collins For For Management 4 Elect Director Gary L. Countryman For For Management 5 Elect Director Tommy R. Franks For For Management 6 Elect Director Charles K. Gifford For For Management 7 Elect Director Kenneth D. Lewis For For Management 8 Elect Director Monica C. Lozano For For Management 9 Elect Director Walter E. Massey For For Management 10 Elect Director Thomas J. May For For Management 11 Elect Director Patricia E. Mitchell For For Management 12 Elect Director Thomas M. Ryan For For Management 13 Elect Director O. Temple Sloan, Jr. For For Management 14 Elect Director Meredith R. Spangler For For Management 15 Elect Director Robert L. Tillman For For Management 16 Elect Director Jackie M. Ward For For Management 17 Ratify Auditors For For Management 18 Limit/Prohibit Executive Stock-Based Against Against Shareholder Awards 19 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 20 Limit Executive Compensation Against Against Shareholder 21 Provide for Cumulative Voting Against Against Shareholder 22 Require Independent Board Chairman Against Against Shareholder 23 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 24 Report on the Equator Principles Against Against Shareholder 25 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights - -------------------------------------------------------------------------------- BE AEROSPACE, INC. Ticker: BEAV Security ID: 073302101 Meeting Date: JUL 11, 2007 Meeting Type: Annual Record Date: MAY 14, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jim C. Cowart For For Management 1.2 Elect Director Arthur E. Wegner For For Management 2 Implement MacBride Principles Against Against Shareholder - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 15, 2007 Meeting Type: Annual Record Date: SEP 17, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carol A. Bartz For For Management 2 Elect Director M. Michele Burns For For Management 3 Elect Director Michael D. Capellas For For Management 4 Elect Director Larry R. Carter For For Management 5 Elect Director John T. Chambers For For Management 6 Elect Director Brian L. Halla For For Management 7 Elect Director Dr. John L. Hennessy For For Management 8 Elect Director Richard M. Kovacevich For For Management 9 Elect Director Roderick C. McGeary For For Management 10 Elect Director Michael K. Powell For For Management 11 Elect Director Steven M. West For For Management 12 Elect Director Jerry Yang For For Management 13 Amend Omnibus Stock Plan For For Management 14 Approve Executive Incentive Bonus Plan For For Management 15 Ratify Auditors For For Management 16 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights 17 Pay For Superior Performance Against Against Shareholder 18 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 19 Report on Internet Fragmentation Against Against Shareholder - -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967101 Meeting Date: APR 22, 2008 Meeting Type: Annual Record Date: FEB 25, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director C. Michael Armstrong For For Management 2 Elect Director Alain J.P. Belda For For Management 3 Elect Director Sir Winfried Bischoff For For Management 4 Elect Director Kenneth T. Derr For For Management 5 Elect Director John M. Deutch For For Management 6 Elect Director Roberto Hernandez Ramirez For For Management 7 Elect Director Andrew N. Liveris For For Management 8 Elect Director Anne Mulcahy For For Management 9 Elect Director Vikram Pandit For For Management 10 Elect Director Richard D. Parsons For For Management 11 Elect Director Judith Rodin For For Management 12 Elect Director Robert E. Rubin For For Management 13 Elect Director Robert L. Ryan For For Management 14 Elect Director Franklin A. Thomas For For Management 15 Ratify Auditors For For Management 16 Disclose Prior Government Service Against Against Shareholder 17 Report on Political Contributions Against Against Shareholder 18 Limit Executive Compensation Against Against Shareholder 19 Require More Director Nominations Than Against Against Shareholder Open Seats 20 Report on the Equator Principles Against Against Shareholder 21 Adopt Employee Contract Against Against Shareholder 22 Amend GHG Emissions Policies to Limit Against Against Shareholder Coal Financing 23 Report on Human Rights Investment Against Against Shareholder Policies 24 Require Independent Board Chairman Against Against Shareholder 25 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 26 Indicate If You Would Like to Keep Your None Against Management Vote Confidential Under Current Policy - -------------------------------------------------------------------------------- COCA-COLA COMPANY, THE Ticker: KO Security ID: 191216100 Meeting Date: APR 16, 2008 Meeting Type: Annual Record Date: FEB 22, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Herbert A. Allen For For Management 2 Elect Director Ronald W. Allen For For Management 3 Elect Director Cathleen P. Black For For Management 4 Elect Director Barry Diller For For Management 5 Elect Director Alexis M. Herman For For Management 6 Elect Director E. Neville Isdell For For Management 7 Elect Director Muhtar Kent For For Management 8 Elect Director Donald R. Keough For For Management 9 Elect Director Donald F. McHenry For For Management 10 Elect Director Sam Nunn For For Management 11 Elect Director James D. Robinson III For For Management 12 Elect Director Peter V. Ueberroth For For Management 13 Elect Director Jacob Wallenberg For For Management 14 Elect Director James B. Williams For For Management 15 Ratify Auditors For For Management 16 Approve Stock Option Plan For For Management 17 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 18 Require Independent Board Chairman Against Against Shareholder 19 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights - -------------------------------------------------------------------------------- COGNIZANT TECHNOLOGY SOLUTIONS CORP. Ticker: CTSH Security ID: 192446102 Meeting Date: JUN 10, 2008 Meeting Type: Annual Record Date: APR 23, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Robert W. Howe For For Management 2 Elect Director Robert E. Weissman For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- COOPER INDUSTRIES LTD Ticker: CBE Security ID: G24182100 Meeting Date: APR 29, 2008 Meeting Type: Annual Record Date: FEB 29, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECT DIRECTOR R.M. DEVLIN For For Management 1.2 ELECT DIRECTOR L.A. HILL For For Management 1.3 ELECT DIRECTOR J.J. POSTL For For Management 2 APPOINT ERNST & YOUNG LLP AS INDEPENDENT For For Management AUDITORS FOR THE YEAR ENDING 12/31/2008. 3 APPROVE THE AMENDED AND RESTATED STOCK For For Management INCENTIVE PLAN. 4 SHAREHOLDER PROPOSAL REQUESTING COOPER TO Against Against Shareholder IMPLEMENT A CODE OF CONDUCT BASED ON INTERNATIONAL LABOR ORGANIZATION HUMAN RIGHTS STANDARDS. - -------------------------------------------------------------------------------- CULLEN/FROST BANKERS, INC. Ticker: CFR Security ID: 229899109 Meeting Date: APR 24, 2008 Meeting Type: Annual Record Date: MAR 7, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R. Denny Alexander For For Management 1.2 Elect Director Carlos Alvarez For For Management 1.3 Elect Director Royce S. Caldwell For For Management 1.4 Elect Director Ida Clement Steen For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CVS CAREMARK CORP Ticker: CVS Security ID: 126650100 Meeting Date: MAY 7, 2008 Meeting Type: Annual Record Date: MAR 12, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Edwin M. Banks For For Management 2 Elect Director C. David Brown II For For Management 3 Elect Director David W. Dorman For For Management 4 Elect Director Kristen E. Gibney Williams For For Management 5 Elect Director Marian L. Heard For For Management 6 Elect Director William H. Joyce For For Management 7 Elect Director Jean-Pierre Million For For Management 8 Elect Director Terrence Murray For For Management 9 Elect Director C.A. Lance Piccolo For For Management 10 Elect Director Sheli Z. Rosenberg For For Management 11 Elect Director Thomas M. Ryan For For Management 12 Elect Director Richard J. Swift For For Management 13 Ratify Auditors For For Management 14 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 15 Adopt Anti Gross-up Policy Against Against Shareholder 16 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- DELL INC. Ticker: DELL Security ID: 24702R101 Meeting Date: DEC 4, 2007 Meeting Type: Annual Record Date: OCT 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald J. Carty For For Management 1.2 Elect Director Michael S. Dell For For Management 1.3 Elect Director William H. Gray, III For For Management 1.4 Elect Director Sallie L. Krawcheck For For Management 1.5 Elect Director Alan (A.G.) Lafley For For Management 1.6 Elect Director Judy C. Lewent For For Management 1.7 Elect Director Klaus S. Luft For For Management 1.8 Elect Director Thomas W. Luce, III For For Management 1.9 Elect Director Alex J. Mandl For For Management 1.10 Elect Director Michael A. Miles For For Management 1.11 Elect Director Samuel A. Nunn, Jr. For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Stock Retention/Holding Period Against Against Shareholder 5 Declaration of Dividend Against Against Shareholder - -------------------------------------------------------------------------------- DEUTSCHE BOERSE AG Ticker: Security ID: D1882G119 Meeting Date: MAY 21, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2007 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 2.10 per Share 3 Approve Discharge of Management Board for For For Management Fiscal 2007 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2007 5a Elect Konrad Hummler to the Supervisory For For Management Board 5b Elect David Krell to the Supervisory For For Management Board 6 Approve Creation of EUR 14.8 Million Pool For For Management of Capital without Preemptive Rights 7 Authorize Share Repurchase Program and For For Management Reissuance or Cancellation of Repurchased Shares 8 Approve Affiliation Agreement with For For Management Subsidiary Deutsche Boerse Dienstleistungs AG 9 Approve Affiliation Agreement with For For Management Subsidiary Deutsche Boerse Systems AG 10 Approve Decrease in Size of Supervisory For For Management Board to 18 Members 11 Amend Articles Re: Quorum for Supervisory For For Management Board Decisions 12 Ratify KPMG Deutsche For For Management Treuhand-Gesellschaft AG as Auditors for Fiscal 2008 - -------------------------------------------------------------------------------- DYNEGY, INC. Ticker: DYN Security ID: 26817G102 Meeting Date: JUL 18, 2007 Meeting Type: Annual Record Date: MAY 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David W. Biegler For For Management 1.2 Elect Director Thomas D. Clark, Jr. For For Management 1.3 Elect Director Victor E. Grijalva For For Management 1.4 Elect Director Patricia A. Hammick For For Management 1.5 Elect Director Robert C. Oelkers For For Management 1.6 Elect Director George L. Mazanec For For Management 1.7 Elect Director William L. Trubeck For For Management 1.8 Elect Director Bruce A. Williamson For For Management 2 Ratify Auditors For For Management 3 Pay For Superior Performance Against Against Shareholder - -------------------------------------------------------------------------------- EBAY INC. Ticker: EBAY Security ID: 278642103 Meeting Date: JUN 19, 2008 Meeting Type: Annual Record Date: APR 21, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Fred D. Anderson For For Management 2 Elect Director Edward W. Barnholt For For Management 3 Elect Director Scott D. Cook For For Management 4 Elect Director John J. Donahoe For For Management 5 Approve Omnibus Stock Plan For For Management 6 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ELECTRONIC ARTS INC. Ticker: ERTS Security ID: 285512109 Meeting Date: JUL 26, 2007 Meeting Type: Annual Record Date: JUN 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Leonard S. Coleman For For Management 2 Elect Director Gary M. Kusin For For Management 3 Elect Director Gregory B. Maffei For For Management 4 Elect Director Timothy Mott For For Management 5 Elect Director Vivek Paul For For Management 6 Elect Director Lawrence F. Probst, III For For Management 7 Elect Director John S. Riccitiello For For Management 8 Elect Director Richard A. Simonson For For Management 9 Elect Director Linda J. Srere For For Management 10 Amend Omnibus Stock Plan For For Management 11 Amend Qualified Employee Stock Purchase For For Management Plan 12 Approve Executive Incentive Bonus Plan For For Management 13 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EMC CORP. Ticker: EMC Security ID: 268648102 Meeting Date: MAY 21, 2008 Meeting Type: Annual Record Date: MAR 20, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael W. Brown For For Management 1.2 Elect Director Michael J. Cronin For For Management 1.3 Elect Director Gail Deegan For For Management 1.4 Elect Director John R. Egan For For Management 1.5 Elect Director W. Paul Fitzgerald For For Management 1.6 Elect Director Olli-Pekka Kallasvuo For For Management 1.7 Elect Director Edmund F. Kelly For For Management 1.8 Elect Director Windle B. Priem For For Management 1.9 Elect Director Paul Sagan For For Management 1.10 Elect Director David N. Strohm For For Management 1.11 Elect Director Joseph M. Tucci For For Management 2 Ratify Auditors For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Reduce Supermajority Vote Requirement For For Management - -------------------------------------------------------------------------------- EXELON CORP. Ticker: EXC Security ID: 30161N101 Meeting Date: APR 29, 2008 Meeting Type: Annual Record Date: MAR 3, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Bruce DeMars For For Management 2 Elect Director Nelson A. Diaz For For Management 3 Elect Director Paul L. Joskow For For Management 4 Elect Director John W. Rowe For For Management 5 Ratify Auditors For For Management 6 Report on Global Warming Against Against Shareholder - -------------------------------------------------------------------------------- EXXON MOBIL CORP. Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 28, 2008 Meeting Type: Annual Record Date: APR 4, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Boskin For For Management 1.2 Elect Director Larry R. Faulkner For For Management 1.3 Elect Director William W. George For For Management 1.4 Elect Director James R. Houghton For For Management 1.5 Elect Director Reatha Clark King For For Management 1.6 Elect Director Marilyn Carlson Nelson For For Management 1.7 Elect Director Samuel J. Palmisano For For Management 1.8 Elect Director Steven S Reinemund For For Management 1.9 Elect Director Walter V. Shipley For For Management 1.10 Elect Director Rex W. Tillerson For For Management 1.11 Elect Director Edward E. Whitacre, Jr. For For Management 2 Ratify Auditors For For Management 3 Amend Bylaws to Prohibit Precatory Against Against Shareholder Proposals 4 Require Director Nominee Qualifications Against Against Shareholder 5 Require Independent Board Chairman Against Against Shareholder 6 Approve Distribution Policy Against Against Shareholder 7 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 8 Compare CEO Compensation to Company's Against Against Shareholder Lowest Paid U.S. Workers 9 Claw-back of Payments under Restatements Against Against Shareholder 10 Review Anti-discrimination Policy on Against Against Shareholder Corporate Sponsorships and Executive Perks 11 Report on Political Contributions Against Against Shareholder 12 Amend EEO Policy to Prohibit Against Against Shareholder Discrimination based on Sexual Orientation and Gender Identity 13 Report on Community Environmental Impacts Against Against Shareholder of Operations 14 Report on Potential Environmental Damage Against Against Shareholder from Drilling in the Arctic National Wildlife Refuge 15 Adopt Greenhouse Gas Emissions Goals for Against Against Shareholder Products and Operations 16 Report on Carbon Dioxide Emissions Against Against Shareholder Information at Gas Stations 17 Report on Climate Change Impacts on Against Against Shareholder Emerging Countries 18 Report on Energy Technologies Development Against Against Shareholder 19 Adopt Policy to Increase Renewable Energy Against Against Shareholder - -------------------------------------------------------------------------------- FAIRPOINT COMMUNICATIONS, INC Ticker: FRP Security ID: 305560104 Meeting Date: JUN 18, 2008 Meeting Type: Annual Record Date: APR 25, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Claude C. Lilly For For Management 1.2 Elect Director Robert S. Lilien For For Management 1.3 Elect Director Thomas F. Gilbane, Jr. For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- FOSTER WHEELER LTD Ticker: FWLT Security ID: G36535139 Meeting Date: MAY 6, 2008 Meeting Type: Annual Record Date: MAR 10, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jack A. Fusco For For Management 1.2 Elect Director Edward G. Galante For For Management 1.3 Elect Director Raymond J. Milchovich For For Management 2 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP For For Management AS FOSTER WHEELER LTD. S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2008 AND AUTHORIZATION OF THE BOARD, THROUGH THE AUDIT COMMITTEE, TO SET THE FIRM S REMUNERATION. - -------------------------------------------------------------------------------- FREEPORT-MCMORAN COPPER & GOLD INC. Ticker: FCX Security ID: 35671D857 Meeting Date: JUN 5, 2008 Meeting Type: Annual Record Date: APR 15, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard C. Adkerson For For Management 1.2 Elect Director Robert J. Allison, Jr. For For Management 1.3 Elect Director Robert A. Day For For Management 1.4 Elect Director Gerald J. Ford For For Management 1.5 Elect Director H. Devon Graham, Jr. For For Management 1.6 Elect Director J. Bennett Johnston For For Management 1.7 Elect Director Charles C. Krulak For For Management 1.8 Elect Director Bobby Lee Lackey For For Management 1.9 Elect Director Jon C. Madonna For For Management 1.10 Elect Director Dustan E. McCoy For For Management 1.11 Elect Director Gabrielle K. McDonald For For Management 1.12 Elect Director James R. Moffett For For Management 1.13 Elect Director B.M. Rankin, Jr. For For Management 1.14 Elect Director J. Stapleton Roy For For Management 1.15 Elect Director Stephen H. Siegele For For Management 1.16 Elect Director J. Taylor Wharton For For Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management - -------------------------------------------------------------------------------- GEA GROUP AG (FORMERLY MG TECHNOLOGIES AG) Ticker: G1A Security ID: D28304109 Meeting Date: APR 23, 2008 Meeting Type: Annual Record Date: APR 2, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2007 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 0.20 per Share 3 Approve Discharge of Management Board for For For Management Fiscal 2007 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2007 5 Ratify Deloitte & Touche GmbH as Auditors For For Management for Fiscal 2008 6 Authorize Share Repurchase Program and For For Management Reissuance or Cancellation of Repurchased Shares 7 Amend Articles Re: Allow Electronic For For Management Distribution of Company Communications 8 Amend Articles Re: Allow the Management For For Management Board to Determine Form and Content of Share Certificates 9 Approve Remuneration of Supervisory Board For For Management - -------------------------------------------------------------------------------- GENERAL ELECTRIC CO. Ticker: GE Security ID: 369604103 Meeting Date: APR 23, 2008 Meeting Type: Annual Record Date: FEB 25, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James I. Cash, Jr. For For Management 2 Elect Director William M. Castell For For Management 3 Elect Director Ann M. Fudge For For Management 4 Elect Director Claudio X. Gonzalez For For Management 5 Elect Director Susan Hockfield For For Management 6 Elect Director Jeffrey R. Immelt For For Management 7 Elect Director Andrea Jung For For Management 8 Elect Director Alan G. Lafley For For Management 9 Elect Director Robert W. Lane For For Management 10 Elect Director Ralph S. Larsen For For Management 11 Elect Director Rochelle B. Lazarus For For Management 12 Elect Director James J. Mulva For For Management 13 Elect Director Sam Nunn For For Management 14 Elect Director Roger S. Penske For For Management 15 Elect Director Robert J. Swieringa For For Management 16 Elect Director Douglas A. Warner III For For Management 17 Ratify Auditors For For Management 18 Provide for Cumulative Voting Against Against Shareholder 19 Require Independent Board Chairman Against Against Shareholder 20 Claw-back of Payments under Restatements Against Against Shareholder 21 Adopt Policy on Overboarded Directors Against Against Shareholder 22 Report on Charitable Contributions Against Against Shareholder 23 Report on Global Warming Against Against Shareholder 24 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- GLOBALSANTAFE CORPORATION (FORMERLY SANTA FE INTERNATIONAL CORP) Ticker: GSF Security ID: G3930E101 Meeting Date: NOV 9, 2007 Meeting Type: Court Record Date: OCT 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE SCHEME OF ARRANGEMENT, For For Management ATTACHED TO THE ACCOMPANYING JOINT PROXY STATEMENT AS ANNEX H. TO BE VOTED ON AT THE FIRST PART OF THE SHAREHOLDERS MEETING, WHICH PART IS CONVENED PURSUANT TO THE ORDER OF THE GRAND COURT OF THE CAYMAN ISLANDS. 2 APPROVAL OF THE SCHEME OF ARRANGEMENT, For For Management ATTACHED TO THE ACCOMPANYING JOINT PROXY STATEMENT AS ANNEX H. TO BE VOTED ON AT THE SECOND PART OF THE SHAREHOLDERS MEETING, WHICH PART IS CONVENED IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION. - -------------------------------------------------------------------------------- GOOGLE INC Ticker: GOOG Security ID: 38259P508 Meeting Date: MAY 8, 2008 Meeting Type: Annual Record Date: MAR 11, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eric Schmidt For For Management 1.2 Elect Director Sergey Brin For For Management 1.3 Elect Director Larry Page For For Management 1.4 Elect Director L. John Doerr For For Management 1.5 Elect Director John L. Hennessy For For Management 1.6 Elect Director Arthur D. Levinson For For Management 1.7 Elect Director Ann Mather For For Management 1.8 Elect Director Paul S. Otellini For For Management 1.9 Elect Director K. Ram Shriram For For Management 1.10 Elect Director Shirley M. Tilghman For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Adopt Internet Censorship Policies Against Against Shareholder 5 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights - -------------------------------------------------------------------------------- HALLIBURTON CO. Ticker: HAL Security ID: 406216101 Meeting Date: MAY 21, 2008 Meeting Type: Annual Record Date: MAR 24, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Alan M. Bennett For For Management 2 Elect Director James R. Boyd For For Management 3 Elect Director Milton Carroll For For Management 4 Elect Director Kenneth T. Derr For For Management 5 Elect Director S. Malcolm Gillis For For Management 6 Elect Director James T. Hackett For For Management 7 Elect Director David J. Lesar For For Management 8 Elect Director J. Landis Martin For For Management 9 Elect Director Jay A. Precourt For For Management 10 Elect Director Debra L. Reed For For Management 11 Ratify Auditors For For Management 12 Amend Omnibus Stock Plan For For Management 13 Adopt Human Rights Policy Against Against Shareholder 14 Report on Political Contributions Against Against Shareholder 15 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights - -------------------------------------------------------------------------------- HOME DEPOT, INC. Ticker: HD Security ID: 437076102 Meeting Date: MAY 22, 2008 Meeting Type: Annual Record Date: MAR 24, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director F. Duane Ackerman For For Management 2 Elect Director David H. Batchelder For For Management 3 Elect Director Francis S. Blake For For Management 4 Elect Director Ari Bousbib For For Management 5 Elect Director Gregory D. Brenneman For For Management 6 Elect Director Albert P. Carey For For Management 7 Elect Director Armando Codina For For Management 8 Elect Director Brian C. Cornell For For Management 9 Elect Director Bonnie G. Hill For For Management 10 Elect Director Karen L. Katen For For Management 11 Ratify Auditors For For Management 12 Amend Executive Incentive Bonus Plan For For Management 13 Amend Qualified Employee Stock Purchase For For Management Plan 14 Affirm Political Nonpartisanship Against Against Shareholder 15 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 16 Report on Employment Diversity Against Against Shareholder 17 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 18 Pay For Superior Performance Against Against Shareholder - -------------------------------------------------------------------------------- HOSPIRA, INC. Ticker: HSP Security ID: 441060100 Meeting Date: MAY 13, 2008 Meeting Type: Annual Record Date: MAR 17, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Irving W. Bailey, II For For Management 1.2 Elect Director Ronald A. Matricaria For For Management 1.3 Elect Director Jacque J. Sokolov For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ING FUNDS TRUST Ticker: Security ID: 45683V647 Meeting Date: NOV 21, 2007 Meeting Type: Special Record Date: JUL 27, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Trustee Colleen D. Baldwin For For Management 1.2 Elect Trustee John V. Boyer For For Management 1.3 Elect Trustee Patricia W. Chadwick For For Management 1.4 Elect Trustee Robert W. Crispin For For Management 1.5 Elect Trustee Peter S. Drotch For For Management 1.6 Elect Trustee J. Michael Earley For For Management 1.7 Elect Trustee Patrick W. Kenny For For Management 1.8 Elect Trustee Shaun P. Mathews For For Management 1.9 Elect Trustee Sheryl K. Pressler For For Management 1.10 Elect Trustee David W. C. Putnam For For Management 1.11 Elect Trustee Roger B. Vincent For For Management - -------------------------------------------------------------------------------- INTEL CORP. Ticker: INTC Security ID: 458140100 Meeting Date: MAY 21, 2008 Meeting Type: Annual Record Date: MAR 24, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Craig R. Barrett For For Management 2 Elect Director Charlene Barshefsky For For Management 3 Elect Director Carol A. Bartz For For Management 4 Elect Director Susan L. Decker For For Management 5 Elect Director Reed E. Hundt For For Management 6 Elect Director Paul S. Otellini For For Management 7 Elect Director James D. Plummer For For Management 8 Elect Director David S. Pottruck For For Management 9 Elect Director Jane E. Shaw For For Management 10 Elect Director John L. Thornton For For Management 11 Elect Director David B. Yoffie For For Management 12 Ratify Auditors For For Management 13 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Sustainability - -------------------------------------------------------------------------------- INVESCO LTD. (FORMERLY INVESCO PLC) Ticker: IVZ Security ID: G491BT108 Meeting Date: MAY 14, 2008 Meeting Type: Annual Record Date: MAR 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR: REX D. ADAMS For For Management 2 ELECTION OF DIRECTOR: SIR JOHN BANHAM For For Management 3 ELECTION OF DIRECTOR: DENIS KESSLER For For Management 4 Ratify Auditors For For Management 5 APPROVAL OF 2008 GLOBAL EQUITY INCENTIVE For For Management PLAN 6 APPROVAL OF EXECUTIVE INCENTIVE BONUS For For Management PLAN - -------------------------------------------------------------------------------- INVESCO LTD. (FORMERLY INVESCO PLC) Ticker: IVZ Security ID: G491BT108 Meeting Date: MAY 14, 2008 Meeting Type: Annual Record Date: MAR 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Rex Adams as Director For For Management 1.2 Elect John Banham as Director For For Management 1.3 Elect Denis Kessler as Director For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Approve 2008 Global Equity Incentive Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Transact Other Business For Against Management - -------------------------------------------------------------------------------- INVESCO PLC (FORMERLY AMVESCAP PLC) Ticker: IVZ Security ID: G4921P105 Meeting Date: NOV 14, 2007 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Arrangement between the For For Management Company and the Holders of its Scheme Shares; Reduce and Subsequently Increase Share Capital; Capitalise Reserves to Invesco Ltd; Amend Articles of Association Re: Scheme of Arrangement 2 Increase Authorised Capital from USD For For Management 105,000,000 and GBP 50,000.25 to USD 2,605,000,000 and GBP 50,000.25; Capitalise the Sum of USD 1,502,100,000 and the Sum of USD 997,900,000 to Invesco Ltd; Issue Equity with Pre-emptive Rights 3 Approve Reduction of the Share Capital of For For Management the Company by Cancelling and Extinguishing the New Shares - -------------------------------------------------------------------------------- INVESCO PLC (FORMERLY AMVESCAP PLC) Ticker: IVZ Security ID: G4921P105 Meeting Date: NOV 14, 2007 Meeting Type: Court Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Arrangement Proposed to For For Management be Made Between the Company and the Holders of the Scheme Shares - -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 24, 2008 Meeting Type: Annual Record Date: FEB 26, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary Sue Coleman For For Management 1.2 Elect Director James G. Cullen For For Management 1.3 Elect Director Michael M.E. Johns For For Management 1.4 Elect Director Arnold G. Langbo For For Management 1.5 Elect Director Susan L. Lindquist For For Management 1.6 Elect Director Leo F. Mullin For For Management 1.7 Elect Director Wiliam D. Perez For For Management 1.8 Elect Director Christine A. Poon For For Management 1.9 Elect Director Charles Prince For For Management 1.10 Elect Director Steven S. Reinemund For For Management 1.11 Elect Director David Satcher For For Management 1.12 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- JOHNSON CONTROLS, INC. Ticker: JCI Security ID: 478366107 Meeting Date: JAN 23, 2008 Meeting Type: Annual Record Date: NOV 15, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Natalie A. Black For For Management 1.2 Elect Director Robert A. Cornog For For Management 1.3 Elect Director William H. Lacy For For Management 1.4 Elect Director Stephen A. Roell For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 20, 2008 Meeting Type: Annual Record Date: MAR 21, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Crandall C. Bowles For For Management 2 Elect Director Stephen B. Burke For For Management 3 Elect Director David M. Cote For For Management 4 Elect Director James S. Crown For For Management 5 Elect Director James Dimon For For Management 6 Elect Director Ellen V. Futter For For Management 7 Elect Director William H. Gray, III For For Management 8 Elect Director Laban P. Jackson, Jr. For For Management 9 Elect Director Robert I. Lipp For For Management 10 Elect Director David C. Novak For For Management 11 Elect Director Lee R. Raymond For For Management 12 Elect Director William C. Weldon For For Management 13 Ratify Auditors For For Management 14 Amend Omnibus Stock Plan For Against Management 15 Amend Executive Incentive Bonus Plan For For Management 16 Report on Government Service of Employees Against Against Shareholder 17 Report on Political Contributions Against Against Shareholder 18 Require Independent Board Chairman Against Against Shareholder 19 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 20 Require More Director Nominations Than Against Against Shareholder Open Seats 21 Report on Human Rights Investment Against Against Shareholder Policies 22 Report on Lobbying Activities Against Against Shareholder - -------------------------------------------------------------------------------- KIMBERLY-CLARK CORP. Ticker: KMB Security ID: 494368103 Meeting Date: APR 17, 2008 Meeting Type: Annual Record Date: FEB 18, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John R. Alm For For Management 2 Elect Director John F. Bergstrom For For Management 3 Elect Director Robert W. Decherd For For Management 4 Elect Director Ian C. Read For For Management 5 Elect Director G. Craig Sullivan For For Management 6 Ratify Auditors For For Management 7 Eliminate Supermajority Vote Requirement For For Management 8 Require Director Nominee Qualifications Against Against Shareholder 9 Adopt ILO Based Code of Conduct Against Against Shareholder 10 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 11 Provide for Cumulative Voting Against For Shareholder 12 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Sustainability - -------------------------------------------------------------------------------- KOHL'S CORP. Ticker: KSS Security ID: 500255104 Meeting Date: APR 30, 2008 Meeting Type: Annual Record Date: MAR 5, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Steven A. Burd For For Management 2 Elect Director Wayne Embry For For Management 3 Elect Director John F. Herma For For Management 4 Elect Director William S. Kellogg For For Management 5 Elect Director Kevin Mansell For For Management 6 Elect Director R. Lawrence Montgomery For For Management 7 Elect Director Frank V. Sica For For Management 8 Elect Director Peter M. Sommerhauser For For Management 9 Elect Director Stephanie A. Streeter For For Management 10 Elect Director Stephen E. Watson For For Management 11 Ratify Auditors For For Management 12 Require a Majority Vote for the Election Against Against Shareholder of Directors 13 Pay For Superior Performance Against Against Shareholder - -------------------------------------------------------------------------------- KRAFT FOODS INC Ticker: KFT Security ID: 50075N104 Meeting Date: MAY 13, 2008 Meeting Type: Annual Record Date: MAR 10, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ajay Banga For For Management 1.2 Elect Director Jan Bennink For For Management 1.3 Elect Director Myra M. Hart For For Management 1.4 Elect Director Lois D. Juliber For For Management 1.5 Elect Director Mark D. Ketchum For For Management 1.6 Elect Director Richard A. Lerner For For Management 1.7 Elect Director John C. Pope For For Management 1.8 Elect Director Fredric G. Reynolds For For Management 1.9 Elect Director Irene B. Rosenfeld For For Management 1.10 Elect Director Mary L. Schapiro For For Management 1.11 Elect Director Deborah C. Wright For For Management 1.12 Elect Director Frank G. Zarb For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LEHMAN BROTHERS HOLDINGS INC. Ticker: LEH Security ID: 524908100 Meeting Date: APR 15, 2008 Meeting Type: Annual Record Date: FEB 15, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Michael L. Ainslie For For Management 2 Elect Director John F. Akers For For Management 3 Elect Director Roger S. Berlind For For Management 4 Elect Director Thomas H. Cruikshank For For Management 5 Elect Director Marsha Johnson Evans For For Management 6 Elect Director Richard S. Fuld, Jr. For For Management 7 Elect Director Christopher Gent For For Management 8 Elect Director Jerry A. Grundhofer For For Management 9 Elect Director Roland A. Hernandez For For Management 10 Elect Director Henry Kaufman For For Management 11 Elect Director John D. Macomber For For Management 12 Ratify Auditors For For Management 13 Amend Omnibus Stock Plan For Against Management 14 Approve/Amend Executive Incentive Bonus For For Management Plan 15 Publish Political Contributions Against Against Shareholder 16 Prepare an Environmental Sustainability Against Against Shareholder Report - -------------------------------------------------------------------------------- LOCKHEED MARTIN CORP. Ticker: LMT Security ID: 539830109 Meeting Date: APR 24, 2008 Meeting Type: Annual Record Date: MAR 3, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E. C. "Pete" Aldrige, Jr. For For Management 1.2 Elect Director Nolan D. Archibald For For Management 1.3 Elect Director David B. Burritt For For Management 1.4 Elect Director James O. Ellis, Jr. For For Management 1.5 Elect Director Gwendolyn S. King For For Management 1.6 Elect Director James M. Loy For For Management 1.7 Elect Director Douglas H. McCorkindale For For Management 1.8 Elect Director Joseph W. Ralston For For Management 1.9 Elect Director Frank Savage For For Management 1.10 Elect Director James Schneider For For Management 1.11 Elect Director Anne Stevens For For Management 1.12 Elect Director Robert J. Stevens For For Management 1.13 Elect Director James R. Ukropina For For Management 2 Ratify Auditors For For Management 3 Provide for Simple Majority Voting For For Management 4 Amend Articles/Bylaws/Charter-Non-Routine For For Management 5 Amend Omnibus Stock Plan For Against Management 6 Approve Non-Employee Director Stock For For Management Option Plan 7 Increase Disclosure of Executive Against Against Shareholder Compensation 8 Report on Nuclear Weapons Against Against Shareholder 9 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- MARVELL TECHNOLOGY GROUP LTD Ticker: MRVL Security ID: G5876H105 Meeting Date: OCT 19, 2007 Meeting Type: Annual Record Date: AUG 31, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF ONE DIRECTOR: PAUL R. GRAY, For Against Management PH.D. 2 Ratify Auditors For For Management 3 TO APPROVE THE 2007 DIRECTOR STOCK For Against Management INCENTIVE PLAN. - -------------------------------------------------------------------------------- MCDONALD'S CORP. Ticker: MCD Security ID: 580135101 Meeting Date: MAY 22, 2008 Meeting Type: Annual Record Date: MAR 24, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Ralph Alvarez For For Management 2 Elect Director Susan E. Arnold For For Management 3 Elect Director Richard H. Lenny For For Management 4 Elect Director Cary D. McMillan For For Management 5 Elect Director Sheila A. Penrose For For Management 6 Elect Director James A. Skinner For For Management 7 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 589331107 Meeting Date: APR 22, 2008 Meeting Type: Annual Record Date: FEB 25, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Richard T. Clark For For Management 2 Elect Director Johnnetta B. Cole, Ph.D. For For Management 3 Elect Director Thomas H. Glocer For For Management 4 Elect Director Steven F. Goldstone For For Management 5 Elect Director William B. Harrison, Jr. For For Management 6 Elect Director Harry R. Jacobson, M.D. For For Management 7 Elect Director William N. Kelley, M.D. For For Management 8 Elect Director Rochelle B. Lazarus For For Management 9 Elect Director Thomas E. Shenk, Ph.D. For For Management 10 Elect Director Anne M. Tatlock For For Management 11 Elect Director Samuel O. Thier, M.D. For For Management 12 Elect Director Wendell P. Weeks For For Management 13 Elect Director Peter C. Wendell For For Management 14 Ratify Auditors For For Management 15 Limit Executive Compensation Against Against Shareholder 16 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 17 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 18 Adopt a bylaw to Require an Independent Against Against Shareholder Lead Director - -------------------------------------------------------------------------------- MICROSOFT CORP. Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 13, 2007 Meeting Type: Annual Record Date: SEP 7, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William H. Gates, III For For Management 2 Elect Director Steven A. Ballmer For For Management 3 Elect Director James I. Cash, Jr. For For Management 4 Elect Director Dina Dublon For For Management 5 Elect Director Raymond V. Gilmartin For For Management 6 Elect Director Reed Hastings For For Management 7 Elect Director David F. Marquardt For For Management 8 Elect Director Charles H. Noski For For Management 9 Elect Director Helmut Panke For For Management 10 Elect Director Jon A. Shirley For For Management 11 Ratify Auditors For For Management 12 Adopt Policies to Protect Freedom of Against Against Shareholder Access to the Internet 13 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights - -------------------------------------------------------------------------------- NINTENDO CO. LTD. Ticker: 7974 Security ID: J51699106 Meeting Date: JUN 27, 2008 Meeting Type: Annual Record Date: MAR 31, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JY 1120 2.1 Elect Director For For Management 2.2 Elect Director For For Management 2.3 Elect Director For For Management 2.4 Elect Director For For Management 2.5 Elect Director For For Management 2.6 Elect Director For For Management 2.7 Elect Director For For Management 2.8 Elect Director For For Management 2.9 Elect Director For For Management 2.10 Elect Director For For Management 2.11 Elect Director For For Management 2.12 Elect Director For For Management 2.13 Elect Director For For Management 3.1 Appoint Internal Statutory Auditor For For Management 3.2 Appoint Internal Statutory Auditor For Against Management - -------------------------------------------------------------------------------- NRG ENERGY INC Ticker: NRG Security ID: 629377508 Meeting Date: MAY 14, 2008 Meeting Type: Annual Record Date: MAR 27, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lawrence S. Coben For For Management 1.2 Elect Director Paul W. Hobby For For Management 1.3 Elect Director Herbert H. Tate For For Management 1.4 Elect Director Walter R. Young For For Management 2 Approve Qualified Employee Stock Purchase For For Management Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NSTAR Ticker: NST Security ID: 67019E107 Meeting Date: MAY 1, 2008 Meeting Type: Annual Record Date: MAR 4, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles K. Gifford For For Management 1.2 Elect Director Paul A. La Camera For For Management 1.3 Elect Director Sherry H. Penney For For Management 1.4 Elect Director William C. Van Faasen For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NYSE EURONEXT Ticker: NYX Security ID: 629491101 Meeting Date: MAY 15, 2008 Meeting Type: Annual Record Date: MAR 20, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ellyn L. Brown For For Management 1.2 Elect Director Marshall N. Carter For For Management 1.3 Elect Director Sir George Cox For For Management 1.4 Elect Director William E. Ford For For Management 1.5 Elect Director Sylvain Hefes For For Management 1.6 Elect Director Jan-Michiel Hessels For For Management 1.7 Elect Director Dominique Hoenn For For Management 1.8 Elect Director Shirley Ann Jackson For For Management 1.9 Elect Director James S. McDonald For For Management 1.10 Elect Director Duncan McFarland For For Management 1.11 Elect Director James J. McNulty For For Management 1.12 Elect Director Duncan L. Niederauer For For Management 1.13 Elect Director Baron Jean Peterbroeck For For Management 1.14 Elect Director Alice M. Rivlin For For Management 1.15 Elect Director Ricardo Salgado For For Management 1.16 Elect Director Jean-Francois Theodore For For Management 1.17 Elect Director Rijnhard van Tets For For Management 1.18 Elect Director Sir Brian Williamson For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Approve Issuance of Stock Certificate of Against Against Shareholder Ownership of NYSE Euronext - -------------------------------------------------------------------------------- ORACLE CORP. Ticker: ORCL Security ID: 68389X105 Meeting Date: NOV 2, 2007 Meeting Type: Annual Record Date: SEP 7, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey O. Henley For For Management 1.2 Elect Director Lawrence J. Ellison For For Management 1.3 Elect Director Donald L. Lucas For For Management 1.4 Elect Director Michael J. Boskin For For Management 1.5 Elect Director Jack F. Kemp For For Management 1.6 Elect Director Jeffrey S. Berg For For Management 1.7 Elect Director Safra A. Catz For For Management 1.8 Elect Director Hector Garcia-Molina For For Management 1.9 Elect Director H. Raymond Bingham For For Management 1.10 Elect Director Charles E Phillips, Jr. For For Management 1.11 Elect Director Naomi O. Seligman For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights 5 Issue an Open Source Report Against Against Shareholder - -------------------------------------------------------------------------------- PEOPLE'S UNITED FINANCIAL, INC. Ticker: PBCT Security ID: 712704105 Meeting Date: OCT 18, 2007 Meeting Type: Annual Record Date: AUG 31, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Janet M. Hansen For For Management 1.2 Elect Director Jeremiah J. Lowney, Jr. For For Management 2 Approve Restricted Stock Plan For For Management 3 Approve Stock Option Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PEOPLE'S UNITED FINANCIAL, INC. Ticker: PBCT Security ID: 712704105 Meeting Date: APR 17, 2008 Meeting Type: Annual Record Date: FEB 20, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Collin P. Baron For For Management 1.2 Elect Director Richard M. Hoyt For For Management 1.3 Elect Director Philip R. Sherringham For For Management 2 Approve Omnibus Stock Plan For For Management 3 Amend Restricted Stock Plan For For Management 4 Amend Stock Option Plan For For Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 7, 2008 Meeting Type: Annual Record Date: MAR 7, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director I.M. Cook For For Management 2 Elect Director D. Dublon For For Management 3 Elect Director V.J. Dzau For For Management 4 Elect Director R.L. Hunt For For Management 5 Elect Director A. Ibarguen For For Management 6 Elect Director A.C. Martinez For For Management 7 Elect Director I.K. Nooyi For For Management 8 Elect Director S.P. Rockefeller For For Management 9 Elect Director J.J. Schiro For For Management 10 Elect Director L.G. Trotter For For Management 11 Elect Director D.Vasella For For Management 12 Elect Director M.D. White For For Management 13 Ratify Auditors For For Management 14 Report on Recycling Against Against Shareholder 15 Report on Genetically Engineered Products Against Against Shareholder 16 Report on Human Rights Policies Relating Against Against Shareholder to Water Use 17 Report on Global Warming Against Against Shareholder 18 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 24, 2008 Meeting Type: Annual Record Date: FEB 28, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Dennis A. Ausiello For For Management 2 Elect Director Michael S. Brown For For Management 3 Elect Director M. Anthony Burns For For Management 4 Elect Director Robert N. Burt For For Management 5 Elect Director W. Don Cornwell For For Management 6 Elect Director William H. Gray, III For For Management 7 Elect Director Constance J. Horner For For Management 8 Elect Director William R. Howell For For Management 9 Elect Director James M. Kilts For For Management 10 Elect Director Jeffrey B. Kindler For For Management 11 Elect Director George A. Lorch For For Management 12 Elect Director Dana G. Mead For For Management 13 Elect Director Suzanne Nora Johnson For For Management 14 Elect Director William C. Steere, Jr. For For Management 15 Ratify Auditors For For Management 16 Prohibit Executive Stock-Based Awards Against Against Shareholder 17 Require Independent Board Chairman Against Against Shareholder - -------------------------------------------------------------------------------- PG&E CORP. Ticker: PCG Security ID: 69331C108 Meeting Date: MAY 14, 2008 Meeting Type: Annual Record Date: MAR 17, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director David R. Andrews For For Management 2 Elect Director C. Lee Cox For For Management 3 Elect Director Peter A. Darbee For For Management 4 Elect Director Maryellen C. Herringer For For Management 5 Elect Director Richard A. Meserve For For Management 6 Elect Director Mary S. Metz For For Management 7 Elect Director Barbara L. Rambo For For Management 8 Elect Director Barry Lawson Williams For For Management 9 Ratify Auditors For For Management 10 Report on CEO Contribution to Operation Against Against Shareholder of Company 11 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 12 Require Independent Lead Director Against Against Shareholder - -------------------------------------------------------------------------------- PNC FINANCIAL SERVICES GROUP, INC. Ticker: PNC Security ID: 693475105 Meeting Date: APR 22, 2008 Meeting Type: Annual Record Date: FEB 29, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard O. Berndt For For Management 1.2 Elect Director Charles E. Bunch For For Management 1.3 Elect Director Paul W. Chellgren For For Management 1.4 Elect Director Robert N. Clay For For Management 1.5 Elect Director George A. Davidson, Jr. For For Management 1.6 Elect Director Kay Coles James For For Management 1.7 Elect Director Richard B. Kelson For For Management 1.8 Elect Director Bruce C. Lindsay For For Management 1.9 Elect Director Anthony A. Massaro For For Management 1.10 Elect Director Jane G. Pepper For For Management 1.11 Elect Director James E. Rohr For For Management 1.12 Elect Director Donald J. Shepard For For Management 1.13 Elect Director Lorene K. Steffes For For Management 1.14 Elect Director Dennis F. Strigl For For Management 1.15 Elect Director Stephen G. Thieke For For Management 1.16 Elect Director Thomas J. Usher For For Management 1.17 Elect Director George H. Walls, Jr. For For Management 1.18 Elect Director Helge H. Wehmeier For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PRECISION CASTPARTS CORP. Ticker: PCP Security ID: 740189105 Meeting Date: AUG 14, 2007 Meeting Type: Annual Record Date: JUN 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter R. Bridenbaugh For For Management 1.2 Elect Director Steven G. Rothmeier For For Management 1.3 Elect Director Rick Schmidt For For Management 1.4 Elect Director Daniel J. Murphy For For Management 2 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: OCT 9, 2007 Meeting Type: Annual Record Date: AUG 10, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Rajat K. Gupta For For Management 1.2 Elect Director A. G. Lafley For For Management 1.3 Elect Director Lynn M. Martin For For Management 1.4 Elect Director Johnathan A. Rodgers For For Management 1.5 Elect Director John F. Smith, Jr. For For Management 1.6 Elect Director Ralph Snyderman, M.D. For For Management 1.7 Elect Director Margaret C. Whitman For For Management 2 Ratify Auditor For For Management 3 Prohibit Executive Stock-Based Awards Against Against Shareholder 4 Report on Free Enterprise Initiatives Against Against Shareholder 5 Report on Animal Welfare Against Against Shareholder - -------------------------------------------------------------------------------- PROTECTIVE LIFE CORP. Ticker: PL Security ID: 743674103 Meeting Date: MAY 5, 2008 Meeting Type: Annual Record Date: MAR 7, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James S.M. French For For Management 1.2 Elect Director Thomas L. Hamby For For Management 1.3 Elect Director John D. Johns For For Management 1.4 Elect Director Vanessa Leonard For For Management 1.5 Elect Director Charles D. Mccrary For For Management 1.6 Elect Director John J. Mcmahon, Jr. For For Management 1.7 Elect Director Malcolm Portera For For Management 1.8 Elect Director C. Dowd Ritter For For Management 1.9 Elect Director William A. Terry For For Management 1.10 Elect Director W. Michael Warren, Jr. For For Management 1.11 Elect Director Vanessa Wilson For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- QUALCOMM INC. Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 11, 2008 Meeting Type: Annual Record Date: JAN 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barbara T. Alexander For For Management 1.2 Elect Director Donald G. Cruickshank For For Management 1.3 Elect Director Raymond V. Dittamore For For Management 1.4 Elect Director Irwin Mark Jacobs For For Management 1.5 Elect Director Paul E. Jacobs For For Management 1.6 Elect Director Robert E. Kahn For For Management 1.7 Elect Director Sherry Lansing For For Management 1.8 Elect Director Duane A. Nelles For Withhold Management 1.9 Elect Director Marc I. Stern For For Management 1.10 Elect Director Brent Scowcroft For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- QUANTA SERVICES, INC. Ticker: PWR Security ID: 74762E102 Meeting Date: AUG 30, 2007 Meeting Type: Special Record Date: JUL 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- QWEST COMMUNICATIONS INTERNATIONAL INC. Ticker: Q Security ID: 749121109 Meeting Date: MAY 22, 2008 Meeting Type: Annual Record Date: MAR 24, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Edward A. Mueller For For Management 2 Elect Director Linda G. Alvarado For For Management 3 Elect Director Charles L. Biggs For For Management 4 Elect Director K. Dane Brooksher For For Management 5 Elect Director Peter S. Hellman For For Management 6 Elect Director R. David Hoover For For Management 7 Elect Director Patrick J. Martin For For Management 8 Elect Director Caroline Matthews For For Management 9 Elect Director Wayne W. Murdy For For Management 10 Elect Director Jan L. Murley For For Management 11 Elect Director Frank P. Popoff For For Management 12 Elect Director James A. Unruh For For Management 13 Elect Director Anthony Welters For For Management 14 Ratify Auditors For For Management 15 Submit Severance Agreement (Change in Against For Shareholder Control) to shareholder Vote 16 Require Independent Board Chairman Against Against Shareholder - -------------------------------------------------------------------------------- ROPER INDUSTRIES, INC. Ticker: ROP Security ID: 776696106 Meeting Date: JUN 6, 2008 Meeting Type: Annual Record Date: APR 18, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard Wallman For For Management 1.2 Elect Director Christopher Wright For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ROYAL DUTCH SHELL PLC Ticker: RDS.A Security ID: 780259206 Meeting Date: MAY 20, 2008 Meeting Type: Annual Record Date: APR 9, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 ADOPTION OF ANNUAL REPORT & ACCOUNTS For For Management 2 APPROVAL OF REMUNERATION REPORT For For Management 3 ELECTION OF DR. JOSEF ACKERMANN AS A For For Management DIRECTOR OF THE COMPANY 4 RE-ELECTION OF SIR PETER JOB AS A For For Management DIRECTOR OF THE COMPANY 5 RE-ELECTION OF LAWRENCE RICCIARDI AS A For For Management DIRECTOR OF THE COMPANY 6 RE-ELECTION OF PETER VOSER AS A DIRECTOR For For Management OF THE COMPANY 7 Ratify Auditors For For Management 8 REMUNERATION OF AUDITORS For For Management 9 AUTHORITY TO ALLOT SHARES For For Management 10 DISAPPLICATION OF PRE-EMPTION RIGHTS For For Management 11 AUTHORITY TO PURCHASE OWN SHARES For For Management 12 AUTHORITY FOR CERTAIN DONATIONS AND For For Management EXPENDITURE 13 AMENDMENTS TO LONG-TERM INCENTIVE PLAN For For Management 14 AMENDMENTS TO RESTRICTED SHARE PLAN For For Management 15 ADOPTION OF NEW ARTICLES OF ASSOCIATION For For Management - -------------------------------------------------------------------------------- SCHLUMBERGER LTD. Ticker: SLB Security ID: 806857108 Meeting Date: APR 9, 2008 Meeting Type: Annual Record Date: FEB 20, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director P. Camus For For Management 1.2 Elect Director J.S. Gorelick For For Management 1.3 Elect Director A. Gould For For Management 1.4 Elect Director T. Isaac For For Management 1.5 Elect Director N. Kudryavtsev For For Management 1.6 Elect Director A. Lajous For For Management 1.7 Elect Director M.E. Marks For For Management 1.8 Elect Director D. Primat For For Management 1.9 Elect Director L.R. Reif For For Management 1.10 Elect Director T.I. Sandvold For For Management 1.11 Elect Director N. Seydoux For For Management 1.12 Elect Director L.G. Stuntz For For Management 2 ADOPTION AND APPROVAL OF FINANCIALS AND For For Management DIVIDENDS 3 APPROVAL OF ADOPTION OF THE SCHLUMBERGER For For Management 2008 STOCK INCENTIVE PLAN 4 APPROVAL OF INDEPENDENT REGISTERED PUBLIC For For Management ACCOUNTING FIRM - -------------------------------------------------------------------------------- SEAGATE TECHNOLOGY Ticker: STX Security ID: G7945J104 Meeting Date: OCT 25, 2007 Meeting Type: Annual Record Date: AUG 31, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECT FRANK J. BIONDI, JR. AS A DIRECTOR For For Management 2 ELECT WILLIAM W. BRADLEY AS A DIRECTOR For For Management 3 ELECT JAMES A. DAVIDSON AS A DIRECTOR For For Management 4 ELECT DONALD E. KIERNAN AS A DIRECTOR For For Management 5 ELECT STEPHEN J. LUCZO AS A DIRECTOR For For Management 6 ELECT DAVID F. MARQUARDT AS A DIRECTOR For For Management 7 ELECT LYDIA M. MARSHALL AS A DIRECTOR For For Management 8 ELECT C.S. PARK AS A DIRECTOR For For Management 9 ELECT GREGORIO REYES AS A DIRECTOR For For Management 10 ELECT JOHN W. THOMPSON AS A DIRECTOR For For Management 11 ELECT WILLIAM D. WATKINS AS A DIRECTOR For For Management 12 PROPOSAL TO APPROVE AMENDMENTS TO SEAGATE For For Management TECHNOLOGY S 2004 STOCK COMPENSATION PLAN. 13 PROPOSAL TO RATIFY THE APPOINTMENT OF For For Management ERNST & YOUNG LLP TO SERVE AS INDEPENDENT REGISTERED ACCOUNTING FIRM OF SEAGATE TECHNOLOGY FOR THE FISCAL YEAR ENDING JUNE 27, 2008. - -------------------------------------------------------------------------------- SPRINT NEXTEL CORP Ticker: S Security ID: 852061100 Meeting Date: MAY 13, 2008 Meeting Type: Annual Record Date: MAR 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Robert R. Bennett For For Management 2 Elect Director Gordon M. Bethune For For Management 3 Elect Director Larry C. Glasscock For For Management 4 Elect Director James H. Hance, Jr. For For Management 5 Elect Director Daniel R. Hesse For For Management 6 Elect Director V. Janet Hill For For Management 7 Elect Director Irvine O. Hockaday, Jr. For For Management 8 Elect Director Rodney O'Neal For For Management 9 Elect Director Ralph V. Whitworth For For Management 10 Ratify Auditors For For Management 11 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings - -------------------------------------------------------------------------------- ST. JUDE MEDICAL, INC. Ticker: STJ Security ID: 790849103 Meeting Date: MAY 9, 2008 Meeting Type: Annual Record Date: MAR 12, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard R. Devenuti For For Management 1.2 Elect Director Stuart M. Essig For For Management 1.3 Elect Director Thomas H. Garrett III For For Management 1.4 Elect Director Wendy L. Yarno For For Management 2 Amend Omnibus Stock Plan For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- STATE STREET CORP. (BOSTON) Ticker: STT Security ID: 857477103 Meeting Date: APR 30, 2008 Meeting Type: Annual Record Date: MAR 7, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director K. Burnes For For Management 1.2 Elect Director P. Coym For For Management 1.3 Elect Director N. Darehshori For For Management 1.4 Elect Director A. Fawcett For For Management 1.5 Elect Director D. Gruber For For Management 1.6 Elect Director L. Hill For For Management 1.7 Elect Director C. LaMantia For For Management 1.8 Elect Director R. Logue For For Management 1.9 Elect Director M. Miskovic For For Management 1.10 Elect Director R. Sergel For For Management 1.11 Elect Director R. Skates For For Management 1.12 Elect Director G. Summe For For Management 1.13 Elect Director R. Weissman For For Management 2 Ratify Auditors For For Management 3 Limit Auditor from Providing Non-Audit Against Against Shareholder Services - -------------------------------------------------------------------------------- STERICYCLE, INC. Ticker: SRCL Security ID: 858912108 Meeting Date: MAY 29, 2008 Meeting Type: Annual Record Date: APR 1, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jack W. Schuler For For Management 1.2 Elect Director Mark C. Miller For For Management 1.3 Elect Director Thomas D. Brown For For Management 1.4 Elect Director Rod F. Dammeyer For For Management 1.5 Elect Director William K. Hall For For Management 1.6 Elect Director Jonathan T. Lord, M.D. For For Management 1.7 Elect Director John Patience For For Management 1.8 Elect Director Thomas R. Reusche For For Management 1.9 Elect Director Ronald G. Spaeth For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SUNOCO, INC. Ticker: SUN Security ID: 86764P109 Meeting Date: MAY 1, 2008 Meeting Type: Annual Record Date: FEB 8, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R. J. Darnall For For Management 1.2 Elect Director J. G. Drosdick For For Management 1.3 Elect Director G. W. Edwards For For Management 1.4 Elect Director U. O. Fairbairn For For Management 1.5 Elect Director T. P. Gerrity For For Management 1.6 Elect Director R. B. Greco For For Management 1.7 Elect Director J. P. Jones, III For For Management 1.8 Elect Director J. G. Kaiser For For Management 1.9 Elect Director R. A. Pew For For Management 1.10 Elect Director G. J. Ratcliffe For For Management 1.11 Elect Director J. W. Rowe For For Management 1.12 Elect Director J. K. Wulff For For Management 2 Approve Stock Option Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TD AMERITRADE HOLDINGS CORP. Ticker: AMTD Security ID: 87236Y108 Meeting Date: FEB 20, 2008 Meeting Type: Annual Record Date: DEC 28, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Joe Ricketts For Withhold Management 1.2 Elect Director Dan W. Cook III For For Management 1.3 Elect Director Thomas J. Mullin For For Management 1.4 Elect Director Wilbur J. Prezzano For For Management 2 Ratify Auditors For For Management 3 Other Business For For Management - -------------------------------------------------------------------------------- TESORO CORP. Ticker: TSO Security ID: 881609101 Meeting Date: MAY 6, 2008 Meeting Type: Annual Record Date: MAR 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert W. Goldman For For Management 1.2 Elect Director Steven H. Grapstein For For Management 1.3 Elect Director William J. Johnson For For Management 1.4 Elect Director Rodney F. Chase For For Management 1.5 Elect Director Donald H. Schmude For For Management 1.6 Elect Director Bruce A. Smith For For Management 1.7 Elect Director John F. Bookout, III For For Management 1.8 Elect Director Michael E. Wiley For For Management 1.9 Elect Director J.W. (Jim) Nokes For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TEVA PHARMACEUTICAL INDUSTRIES LTD. Ticker: TEVA Security ID: 881624209 Meeting Date: JUN 29, 2008 Meeting Type: Annual Record Date: MAY 22, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For For Management Reports 2 Approve Final Dividend of NIS 1.60 Per For For Management Share 3 Elect Eli Hurvitz as Director For For Management 4 Elect Ruth Cheshin as Director For For Management 5 Elect Harold Snyder as Director For For Management 6 Elect Joseph (Yosi) Nitzani as Director For For Management 7 Elect Ory Slonim as Director For For Management 8 Appoint Leora (Rubin) Meridor as External For For Management Director 9 Approve Director/Officer Liability and For For Management Indemnification Insurance 10 Approve Remuneration of Directors For For Management 11 Approve Employee Stock Purchase Plan For For Management 12 Approve Kesselman & Kesselman as Auditors For For Management and Authorize Board to Fix Their Remuneration - -------------------------------------------------------------------------------- TJX COMPANIES, INC., THE Ticker: TJX Security ID: 872540109 Meeting Date: JUN 3, 2008 Meeting Type: Annual Record Date: APR 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jose B. Alvarez For For Management 1.2 Elect Director Alan M. Bennett For For Management 1.3 Elect Director David A. Brandon For For Management 1.4 Elect Director Bernard Cammarata For For Management 1.5 Elect Director David T. Ching For For Management 1.6 Elect Director Michael F. Hines For For Management 1.7 Elect Director Amy B. Lane For For Management 1.8 Elect Director Carol Meyrowitz For For Management 1.9 Elect Director John F. O'Brien For For Management 1.10 Elect Director Robert F. Shapiro For For Management 1.11 Elect Director Willow B. Shire For For Management 1.12 Elect Director Fletcher H. Wiley For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against Against Shareholder of Directors 4 Implement MacBride Principles Against Against Shareholder - -------------------------------------------------------------------------------- TODCO Ticker: THE Security ID: 88889T107 Meeting Date: JUL 11, 2007 Meeting Type: Special Record Date: MAY 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- TRANSOCEAN INC. Ticker: RIG Security ID: G90078109 Meeting Date: NOV 9, 2007 Meeting Type: Court Record Date: OCT 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE SCHEME OF ARRANGEMENT, For For Management ATTACHED TO THE ACCOMPANYING JOINT PROXY STATEMENT AS ANNEX G, WHICH PROVIDES FOR THE RECLASSIFICATION OF OUR ORDINARY SHARES. 2 APPROVAL OF THE ISSUANCE OF OUR ORDINARY For For Management SHARES TO SHAREHOLDERS OF GLOBALSANTAFE CORPORATION IN THE MERGER UNDER THE TERMS OF THE AGREEMENT AND PLAN OF MERGER, ATTACHED TO THE ACCOMPANYING JOINT PROXY STATEMENT AS ANNEX A. 3 APPROVAL OF THE AMENDMENT AND RESTATEMENT For For Management OF OUR MEMORANDUM AND ARTICLES OF ASSOCIATION TO, AMONG OTHER THINGS, INCREASE THE MAXIMUM NUMBER OF DIRECTORS CONSTITUTING THE BOARD OF DIRECTORS OF TRANSOCEAN INC. FROM 13 TO 14. - -------------------------------------------------------------------------------- TRAVELERS COMPANIES, INC., THE Ticker: TRV Security ID: 89417E109 Meeting Date: MAY 6, 2008 Meeting Type: Annual Record Date: MAR 7, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan L. Beller For For Management 1.2 Elect Director John H. Dasburg For For Management 1.3 Elect Director Janet M. Dolan For For Management 1.4 Elect Director Kenneth M. Duberstein For For Management 1.5 Elect Director Jay S. Fishman For For Management 1.6 Elect Director Lawrence G. Graev For For Management 1.7 Elect Director Patricia L. Higgins For For Management 1.8 Elect Director Thomas R. Hodgson For For Management 1.9 Elect Director Cleve L. Killingsworth, For For Management Jr. 1.10 Elect Director Robert I. Lipp For For Management 1.11 Elect Director Blythe J. McGarvie For For Management 1.12 Elect Director Glen D. Nelson, M.D. For For Management 1.13 Elect Director Laurie J. Thomsen For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- U.S. BANCORP Ticker: USB Security ID: 902973304 Meeting Date: APR 15, 2008 Meeting Type: Annual Record Date: FEB 25, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Douglas M. Baker, Jr. For For Management 2 Elect Director Joel W. Johnson For For Management 3 Elect Director David B. O'Maley For For Management 4 Elect Director O'Dell M. Owens For For Management 5 Elect Director Craig D. Schnuck For For Management 6 Ratify Auditors For For Management 7 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 8 Require Independent Board Chairman Against Against Shareholder - -------------------------------------------------------------------------------- VALMONT INDUSTRIES, INC. Ticker: VMI Security ID: 920253101 Meeting Date: APR 28, 2008 Meeting Type: Annual Record Date: FEB 29, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mogens C. Bay For For Management 1.2 Elect Director Walter Scott, Jr. For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 1, 2008 Meeting Type: Annual Record Date: MAR 3, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Richard L. Carrion For For Management 2 Elect Director M. Frances Keeth For For Management 3 Elect Director Robert W. Lane For For Management 4 Elect Director Sandra O. Moose For For Management 5 Elect Director Joseph Neubauer For For Management 6 Elect Director Donald T. Nicolaisen For For Management 7 Elect Director Thomas H. O'Brien For For Management 8 Elect Director Clarence Otis, Jr. For For Management 9 Elect Director Hugh B. Price For For Management 10 Elect Director Ivan G. Seidenberg For For Management 11 Elect Director John W. Snow For For Management 12 Elect Director John R. Stafford For For Management 13 Ratify Auditors For For Management 14 Prohibit Executive Stock-Based Awards Against Against Shareholder 15 Amend EEO Policy to Prohibit Against Against Shareholder Discrimination based on Gender Identity 16 Require Independent Board Chairman Against Against Shareholder - -------------------------------------------------------------------------------- WAL-MART STORES, INC. Ticker: WMT Security ID: 931142103 Meeting Date: JUN 6, 2008 Meeting Type: Annual Record Date: APR 10, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Aida M. Alvarez For For Management 2 Elect Director James W. Breyer For For Management 3 Elect Director M. Michele Burns For For Management 4 Elect Director James I. Cash, Jr. For For Management 5 Elect Director Roger C. Corbett For For Management 6 Elect Director Douglas N. Daft For For Management 7 Elect Director David D. Glass For For Management 8 Elect Director Gregory B. Penner For For Management 9 Elect Director Allen I. Questrom For For Management 10 Elect Director H. Lee Scott, Jr. For For Management 11 Elect Director Arne M. Sorenson For For Management 12 Elect Director Jim C. Walton For For Management 13 Elect Director S. Robson Walton For For Management 14 Elect Director Christopher J. Williams For For Management 15 Elect Director Linda S. Wolf For For Management 16 Approve Executive Incentive Bonus Plan For For Management 17 Ratify Auditors For For Management 18 Amend EEO Policy to Prohibit Against Against Shareholder Discrimination based on Sexual Orientation and Gender Identity 19 Pay For Superior Performance Against Against Shareholder 20 Claw-back of Payments under Restatements Against Against Shareholder 21 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights 22 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 23 Report on Political Contributions Against Against Shareholder 24 Report on Social and Reputation Impact of Against Against Shareholder Failure to Comply with ILO Conventions 25 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings - -------------------------------------------------------------------------------- WALT DISNEY COMPANY, THE Ticker: DIS Security ID: 254687106 Meeting Date: MAR 6, 2008 Meeting Type: Annual Record Date: JAN 7, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Susan E. Arnold For For Management 2 Elect Director John E. Bryson For For Management 3 Elect Director John S. Chen For For Management 4 Elect Director Judith L. Estrin For For Management 5 Elect Director Robert A. Iger For For Management 6 Elect Director Steven P. Jobs For For Management 7 Elect Director Fred H. Langhammer For For Management 8 Elect Director Aylwin B. Lewis For For Management 9 Elect Director Monica C. Lozano For For Management 10 Elect Director Robert W. Matschullat For For Management 11 Elect Director John E. Pepper, Jr. For For Management 12 Elect Director Orin C. Smith For For Management 13 Ratify Auditors For For Management 14 Amend Omnibus Stock Plan For For Management 15 Amend Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- XSTRATA PLC Ticker: Security ID: G9826T102 Meeting Date: MAY 6, 2008 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For For Management Reports 2 Approve Final Dividend of 0.34 US Cents For For Management Per Ordinary Share 3 Approve Remuneration Report For For Management 4 Re-elect Willy Strothotte as Director For For Management 5 Re-elect Paul Hazen as Director For For Management 6 Re-elect Ian Strachan as Director For For Management 7 Elect Claude Lamoureux as Director For For Management 8 Reappoint Ernst & Young LLP as Auditors For For Management and Authorise the Board to Determine Their Remuneration 9 Authorise Issue of Equity or For For Management Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 161,944,486 10 Authorise Issue of Equity or For For Management Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 24,291,673 11 With Effect From the Conclusion of the For For Management Meeting, Adopt New Articles of Association 12 Subject to the Passing of Resolution 11 For For Management and With Effect From the Entry into Force of Section 175 Companies Act 2006 at 00:01 am on 1 October 2008, Adopt New Articles of Association 13 Amend the Xstrata plc Added Value For For Management Incentive Plan - -------------------------------------------------------------------------------- XTO ENERGY INC Ticker: XTO Security ID: 98385X106 Meeting Date: MAY 20, 2008 Meeting Type: Annual Record Date: MAR 31, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William H. Adams III For Against Management 2 Elect Director Keith A. Hutton For For Management 3 Elect Director Jack P. Randall For For Management 4 Amend Omnibus Stock Plan For For Management 5 Ratify Auditors For For Management 6 Declassify the Board of Directors Against For Shareholder ========== END N-PX REPORT ________________________________________ SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ING VARIABLE FUNDS By: /s/ Shaun P. Mathews ________________________________________ Shaun P. Mathews President and Chief Executive Officer Date: August 20, 2008