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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number 811-00082
--------------------------------------------
CGM TRUST
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
One International Place, Boston, MA 02110
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Barry N. Hurwitz, Esq.
Bingham McCutchen LLP, One Federal St., Boston, MA 02110
- -------------------------------------------------------------------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: 617-737-3225
---------------------------
Date of fiscal year end: 12/31
------------------
Date of reporting period: 7/1/07 -- 6/30/08
------------------
Form N-PX is to be used by a registered management investment company,
other than a small business investment company registered on Form N-5 (Sections
239.24 and 274.5 of this chapter), to file reports with the Commission, not
later than August 31 of each year, containing the registrant's proxy voting
record for the most recent twelve-month period ended June 30, pursuant to
section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17
CFR 270.30b1-4). The Commission may use the information provided on Form N-PX
in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form
N-PX, and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-PX
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street,
NW, Washington, DC 20549-0609. The OMB has reviewed this collection of
information under the clearance requirements of 44 U.S.C. Section 3507.
PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS
SEC 2451 (4-03) THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
CGM Trust - File No. 811-82
CGM Mutual Fund
Proposed
By
Issuer For
or Was or
Meeting Matter Security Vote Actual Against
Issuer Ticker CUSIP Date Voted On Holder Cast? Vote Mgt.
- -----------------------------------------------------------------------------------------------------------------------------------
Alcoa Inc. AA 013817101 5/8/08 1. Elect four directors: Issuer Yes For For
1. Joseph T. Gorman,
2. Klaus Kleinfeld,
3. James W. Owens and
4. Ratan N. Tata
2. Ratify the appointment of Issuer Yes For For
PricewaterhouseCoopers LLP as
the company's independent
auditors
3. Approve Shareholder request Security Yes Against For
for a report on how Alcoa's Holder
action to reduce its impact on
climate change has affected
the global climate
Barrick Gold Corporation ABX 067901108 5/6/08 1. Elect 11 directors: Issuer Yes For For
1. H. L. Beck,
2. C. W. D. Birchall,
3. D. J. Carty,
4. G. Cisneros,
5. M. A. Cohen,
6. P. A. Crossgrove
7. R. M.Franklin,
8. P. C. Godsoe,
9. J. B. Harvey,
10. B. Mulroney and
11. A. Munk
2. Approve resolution Issuer Yes For For
appointing
PricewaterhouseCoopers LLP as
the auditors of Barrick and
authorizing the directors to
fix their remuneration
3. Approve special resolution Issuer Yes For For
confirming the repeal and
replacement of By-Law No. 1.
of Barrick
4. Approve shareholder Security Yes Against For
resolution regarding the Holder
hiring of an independent
expert regarding the
Pascua-Lama Mining project
BHP Billiton Limited BHP 088606108 9/21/07 1. Receive the 2007 Financial Issuer Yes For For
Statements and Reports for BHP
Billiton Plc
2. Receive the 2007 Financial Issuer Yes For For
Statements and Reports for BHP
Billiton Ltd
3. Re-elect Mr. D.A. Crawford Issuer Yes For For
as a Director of BHP Billiton
Plc
4. Re-elect Mr. D.A. Crawford Issuer Yes For For
as a Director of BHP Billiton
Ltd
5. Re-elect Mr. D.R. Argus as Issuer Yes For For
a Director of BHP Billiton Plc
6. Re-elect Mr. D.R. Argus as Issuer Yes For For
a Director of BHP Billiton Ltd
7. Re-elect Mr. C. A. S. Issuer Yes For For
Cordeiro as a Director of BHP
Billiton Plc
8. Re-elect Mr. C.A. S. Issuer Yes For For
Cordeiro as a Director of BHP
Billiton Ltd
9. Re-elect The Hon E. G. De Issuer Yes For For
Planque as a Director of BHP
Billiton Plc
10. Re-elect The Hon E. G. De Issuer Yes For For
Planque as a Director of BHP
Billiton Ltd
11. Re-elect Dr. D. A. L. Issuer Yes For For
Jenkins as a Director of BHP
Billiton Plc
12. Re-elect Dr. D. A. L. Issuer Yes For For
Jenkins as a Director of BHP
Billiton Ltd
13. Reappoint KPMG Audit Plc Issuer Yes For For
as the auditor of BHP Billiton
Plc
14. Renew the general Issuer Yes For For
authority to allot shares in
BHP Billiton Plc
15. Renew the disapplication Issuer Yes For For
of pre-emption rights in BHP
Billiton Plc
16. Approve the repurchase of Issuer Yes For For
shares in BHP Billiton Plc
17. Approve the cancellation Issuer Yes For For
of shares in BHP Billiton Plc
held by BHP Billiton Ltd on
each of the following dates:
1. 31 December 2007,
2. 15 February 2008,
3. 30 April 2008,
4. 31 May 2008,
5. 15 June 2008,
6. 31 July 2008,
7. 15 September 2008 and
8. 30 November 2008
18. Approve the 2007 Issuer Yes For For
Remuneration Report
19. Approve the grant of Issuer Yes For For
awards to Mr. M. J. Kloppers
under GIS and LTIP
20. Approve the grant of Issuer Yes For For
awards to Mr. C. W. Goodyear
under the GIS
21. Approve the amendment to Issuer Yes For For
the Articles of Association of
BHP Billiton Plc
22. Approve the amendment to Issuer Yes For For
the Constitution of BHP
Billiton Ltd
Canadian Natural Resources
Limited CNQ 136385101 5/8/08 1. Elect 13 directors: Issuer Yes For For
1. Catherine M. Best,
2. N. Murray Edwards,
3. Honourable Gary A. Filmon,
4. Ambassador Gordon D. Giffin,
5. John G. Langille,
6. Steve W. Laut,
7. Keith A. J. MacPhail,
8. Allan P. Markin,
9. Norman F. McIntyre,
10. Frank J. McKenna,
11. James S. Palmer,
12. Eldon R. Smith and
13. David A. Tuer
2. Approve the appointment of Issuer Yes For For
PricewaterhouseCoopers LLP,
chartered accountants,
Calgary, Alberta, as auditors
of the corporation for the
ensuing year and the
authorization of the audit
committee of the Board of
Directors of the corporation
to fix their remuneration
Citigroup Inc. C 172967101 4/22/08 1. Elect 14 directors: Issuer Yes For For
a. C. Michael Armstrong,
b. Alain J. P. Belda,
c. Sir Winfried Bischoff,
d. Kenneth T. Derr,
e. John M. Deutch,
f. Roberto Hernandez Ramirez,
g. Andrew N. Liveris,
h. Anne Mulcahy,
i. Vikram Pandit,
j. Richard D. Parsons,
k. Judith Rodin,
l. Robert E. Rubin,
m. Robert L. Ryan and
n. Franklin A. Thomas
2. Ratify the selection of Issuer Yes For For
KPMG LLP as Citigroup's
independent registered public
accounting firm for 2008
3. Approve stockholder Security Yes Against For
proposal requesting a report Holder
on prior governmental service
of certain individuals
4. Approve stockholder Security Yes Against For
proposal requesting a report Holder
on political contributions
5. Approve stockholder Security Yes Against For
proposal requesting that Holder
executive compensation be
limited to 100 times the
average compensation paid to
worldwide employees
6. Approve stockholder Security Yes Against For
proposal requesting that two Holder
candidates be nominated for
each board position
7. Approve stockholder Security Yes Against For
proposal requesting a report Holder
on the Equator Principles
8. Approve stockholder Security Yes Against For
proposal requesting the Holder
adoption of certain employment
principles for executive
officers
9. Approve stockholder Security Yes Against For
proposal requesting that Citi Holder
amend its GHG emissions
policies
10. Approve stockholder Security Yes Against For
proposal requesting a report Holder
on how investment policies
address or could address human
rights issues
11. Approve stockholder Security Yes Against For
proposal requesting an Holder
independent board chairman
12. Approve stockholder Security Yes Against For
proposal requesting an Holder
advisory vote to ratify
executive compensation
Companhia Vale Do Rio Doce RIO 204412209 8/30/07 1. Approve proposal to amend Issuer Yes For For
the company's by-laws
2. Approve proposal for a Issuer Yes For For
forward stock split, pursuant
to which each and every
current share issued by the
company, both common and
preferred, shall become two
shares of the same type and
class, as the case may be, and
the corresponding adjustment
of Article 5 and Article 6 of
the company's by-laws
3. Approve consolidation of Issuer Yes For For
the amendments to the
company's by-laws, mentioned
above in items 1and 2 herein,
if such proposed modifications
are approved
4. Ratify CVRD's acquisition Issuer Yes For For
of the controlling share of
AMCI Holding Australia, as
required by Article 256
Section 1 of the Brazilian
Corporate Law
5. Approve replacement of a Issuer Yes For For
board member
Companhia Vale Do Rio Doce RIO 204412209 4/29/08 O1A - Approve appreciation of Issuer Yes For For
the managements' report and
analysis, discussion and vote
on the financial statements
for the fiscal year ending
December 31, 2007
O1B - Approve proposal for the Issuer Yes For For
destination of profits of the
said fiscal year and approval
of the investment budget for
the company
O1C - Approve appointment of Issuer Yes For For
the members of the fiscal
council
O1D - Approve establishment of Issuer Yes For For
the remuneration of the senior
management and fiscal council
members
E2A - Approve the approval for Issuer Yes For For
the protocol and justification
of merger of Ferro Gusa Caraja
S.A., a wholly owned
subsidiary of the company,
pursuant to Articles 224 and
225 of the Brazilian Corporate
Law
E2B - Ratify the appointment Issuer Yes For For
of Deloitte Touche Tohmatsu
Adutores indepedentes, the
experts hired to appraise the
value of the company to be
merged
E2C - Approve decision on the Issuer Yes For For
appraisal report, prepared by
the expert appraisers
E2D - Approve the merger of Issuer Yes For For
Ferro Gusa Carajas S.A.,
without a capital increase or
the issuance of new shares by
the company
Deere & Company DE 244199105 2/27/08 1. Elect 5 directors: Issuer Yes For For
1. T. Kevin Dunnigan,
2. Charles O. Holliday, Jr.,
3. Dipak C. Jain,
4. Joachim Milberg and
5. Richard B. Myers
2. Re-approve the John Deere Issuer Yes For For
Mid Term Incentive Plan
3. Ratify the appointment of Issuer Yes For For
Deloitte & Touche LLP as the
independent registered public
accounting firm for fiscal
2008
EOG Resources, Inc. EOG 26875P101 5/18/08 1. Elect six directors: Issuer Yes For For
1. George A. Alcorn,
2. Charles R. Crisp,
3. Mark G. Papa,
4. H. Leighton Steward,
5. Donald F. Textor and
6. Frank G. Wisner
2. Ratify the appointment by Issuer Yes For For
the audit committee of the
board of directors of Deloitte
& Touche LLP, independent
public accountants, as
auditors for the company for
the year ending December 31,
2008
3. Approve the EOG Resources, Issuer Yes For For
Inc. 2008 Omnibus Equity
Compensation Plan
Freeport-McMoran Copper &
Gold Inc. FCX 35671D857 6/5/08 1. Elect 16 directors: Issuer Yes For For
1. Richard C. Adkerson,
2. Robert J. Allison, Jr.,
3. Robert A. Day,
4. Gerald J. Ford,
5. H. Devon Graham, Jr.,
6. J. Bennett Johnston,
7. Charles C. Krulak,
8. Bobby Lee Lackey,
9. Jon C. Madonna,
10. Dustan E. McCoy,
11. Gabrielle K. McDonald,
12. James R. Moffett,
13. B. M. Rankin, Jr.,
14. J. Stapleton Roy,
15. Stephen H. Siegele and
16. J. Taylor Wharton
2. Ratify the appointment of Issuer Yes For For
Ernst & Young LLP as
independent auditors
3. Approve the proposed Issuer Yes For For
amendment to the
Freeport-McMoran Copper & Gold
Inc Amended and restated
certificate of incorporation
to increase the number of
authorized shares of common
stock to 1,800,000,000
Mobile Telesystems OJSC MBT 6074019109 2/15/08 1. Approve the procedure for Issuer Yes For Yes
conducting the Meeting
2. Approve Amendment of the Issuer Yes For Yes
Regulations "MTS OJSC General
Shareholders Meeting"
3. Approve Amendment of the Issuer Yes For Yes
Regulations "Remunerations and
Compensations to be Paid to
Members of MTS OJSC Board of
Directors"
4. Approve the Stock Option Issuer Yes For Yes
Program for MTS OJSC Board of
Directors Members
5. Approve early termination Issuer Yes For Yes
of the powers of MTS OJSC
Board of Directors members
6. Elect the following persons Issuer Yes For Yes
as members of the MTS OJSC
Board of Directors:
1. Alexey Nikolaevich Buyanov,
2. Mohanbir Singh Gyani,
3. Sergey Alexeevich Drozdov,
4. Tatiana Vladimirovna Evtous
5. Leonid Adolfovich Mellamed,
6. Paul James Ostling and
7. Vitaly Gennadievich Savelie
7.1 Approve early termination Issuer Yes For Yes
of the powers of all members
of MTS OJSC Audit Commission
7.2 Elect the following Issuer Yes For Yes
persons as members of MTS OJSC
Audit Commission: 1. Maria
Vyacheslavovna Markina, 2.
Vassily Vassilievich Platoshin
and 3. Artem Evgenievich Popov
8. Approve Reorganization of Issuer Yes For Yes
MTS OJSC by merger of
Volgograd Mobile Closed Joint
Stock Company and MTS OJSC,
and approve of the Merger
Agreement between Volgograd
Mobile CJSC and MTS OJSC
9. Approve reorganization of Issuer Yes For Yes
MTS OJSC by merger of MTS OJSC
and Astrakhan Mobile Closed
Joint Stock Company, and
approve of the Merger
Agreement between Astrakhan
Mobile CJSC and MTS OJSC
10. Approve reorganization of Issuer Yes For Yes
MTS OJSC by merger of MTS OJSC
and Mar Mobile GSM Closed
Joint Stock Company, and
approval of the Merger
Agreement between Mar Mobil
GSM CJSC and MTS OJSC
11. Approve reorganization of Issuer Yes For Yes
MTS OJSC by merger of MTS OJSC
and PRIMTELEFON Closed Joint
Stock Company, and approval of
the Merger Agreement between
PRIMTELEFON CJSC and MTS OJSC
12. Approve amendment of the Issuer Yes For Yes
Charter of MTS OJSC
Petroleo Brasileiro
S. A. - Petrobras PBR 71654V408 10/29/07 1. Ratify the "Share Purchase Issuer Yes For For
& Sale Agreement, dated August
3, 2007, signed between the
indirect controlling
shareholders of Suzano
PetroQuimica S.A. as the
sellers, and Petrobras, as the
buyer, together with the
respective pertinent documents
Petroleo Brasileiro
S. A. - Petrobras PBR 71654V408 3/24/08 1A - Approve the Incorporation Issuer No
Protocol and Justification
dated February 28, 2008,
signed by Petrobras, as the
surviving company, and by
Pramoa Pariticpacoes S.A., as
the acquired company, together
with the respective pertinent
documents, and with Pramoa
Participacoes S.A.'s
incorporation operation
approval
1B - Approve the appointment Issuer No
of a specialized company to
evaluate and approve the
respective assessment report
elaborated for the Pramoa
Participacoes S.A.
Incorporation Operation, under
the terms of 1 and 3 of Art.
227, Law No. 6.404/76
2A - Approve the Incorporation Issuer No
Protocol and Justification,
dated February 29, 2008,
signed by Petrobras, as the
surviving company, and by UPB
S.A., as the acquired company,
together with the respective
pertinent documents, and with
UPB S.A.'s Incorporation
Operation Approval.
2B - Approve the appointment Issuer No
of a specialized company to
evaluate and approve the
respective assessment report
elaborated for the UPB S.A.
Incorporation Operation, under
the terms of 1 and 3 of Art.
227, Law No. 6.404/76
3 - Approve split of shares
that represent the capital
stock
Petroleo Brasileiro
S. A. - Petrobras PBR 71654V408 4/4/08 1 - Approve management report Issuer No
and financial statements,
together with the Audit
Committee's report for the
fiscal year ending on December
31, 2007
2 - Approve 2008 fiscal year Issuer No
capital budget
3 - Approve 2007 fiscal year Issuer No
result appropriation
4 - Elect the members of the Issuer No
Board of Directors
5 - Approve the election of Issuer No
the President of the Board of
Directors
6 - Approve election of Issuer No
members of the Audit Committee
and their respective
substitutes
7 - Approve determination of Issuer No
the managers' wages, including
their profit participation,
pursuant to articles 41 and 56
of the Articles of
Incorporation, as well as that
of the full members of the
Audit Committee
E1 - Approve capital stock Issuer No
increase via the incorporation
of part of the capital
reserves and of profit
reserves, for a total of
R$26,323 million, increasing
the capital stock from
R$52,644 million to R$78,967
million, without changing the
number of ordinary and
preferred shares
Petroleo Brasileiro
S. A. - Petrobras PBR 71654V408 6/9/08 1. Approve the disposal of the Issuer Yes For For
control of the subsidiary of
Petrobras, Dapean
Participacoes S.A., by means
of the merger into this
company of Fasciatus
Participacoes S.A., a
transaction inserted in the
sphere of the investment
agreement entered into among
Petrobras, Petrobras Quimica
S.A. - Petroquisa and
Unipar-Uniao de Industrias
Petroquimica S.A., for the
creation of a petrochemical
company, according to a
material fact of November 30,
2007
Rio Tinto PLC RTP 767204100 4/17/08 Joint decisions with Rio Tinto Issuer Yes For For
Limited
1. Receive the financial Issuer Yes For For
statements and the reports of
the directors and auditors for
the full year ended 31
December 2007
2. Approve the Remuneration Issuer Yes For For
Report
3. Elect Richard Evans Issuer Yes For For
4. Elect Yves Fortier Issuer Yes For For
5. Elect Paul Tellier Issuer Yes For For
6. Re-elect Thomas Albanes Issuer Yes For For
7. Re-elect Vivienne Cox Issuer Yes For For
8. Re-elect Richard Goodmanson Issuer Yes For For
9. Re-elect Paul Skinner Issuer Yes For For
10. Re-appoint PwC LLP as Issuer Yes For For
auditors of Rio Tinto plc and
to authorise the Audit
committee to determine their
remuneration
Resolutions for Rio Tinto plc
shareholders only
11. Approve the use of Issuer Yes For For
e-communications for
shareholder materials
12. Approve authority to allot Issuer Yes For For
relevant securities under
Section 80 of the Companies
Act 1985
13. Approve authority to allot Issuer Yes For For
equity securities for cash
under Section 89 of the
Companies Act 1985
14. Approve authority to Issuer Yes For For
purchase Rio Tinto plc shares
by the Company or Rio Tinto
Limited
15. Approve Directors' Issuer Yes For For
conflicts of interests -
amendment to the Company's
Articles of Association
Resolution to be approved
separately by Rio Tinto plc
and Rio Tinto Limited
shareholders
16. Approve amendments to the Issuer Yes For For
terms of the DLC Dividend
Shares
Schlumberger Limited SLB 806857108 4/9/08 1. Elect 11 directors: Issuer Yes For For
1. P. Camus,
2. J.S. Gorelick,
3. A. Gould,
4. T. Isaac,
5. N. Kudryavtsev,
6. A. Lajous,
7. M.E. Marks,
8. D. Primat,
9. L.R. Reif,
10. T.I. Sanvold,
11. N. Seydoux and
12. LG. Stuntz
2. Adopt and approve Issuer Yes For For
financials and dividends
3. Approve the adoption of the Issuer Yes For For
Schlumberger 2008 Stock
Incentive Plan
4. Approve the appointment of Issuer Yes For For
PricewaterhouseCoopers LLP as
the independent registered
public accounting firm to
audit the accounts of the
Company for 2008
Southern Copper
Corporation PCU 84265V105 5/28/08 1. Elect 14 directors: Issuer Yes For For
1. G. Larrea Mota-Velasco,
2. Oscar Gonzalez Rocha,
3. Emilio Carrillo Gamboa,
4. Alfredo Casa Perez,
5. A. De La Parra Zavala,
6. X. G. De Quevedo Topete,
7. Harold S. Handelsman,
8. G. Larrea Mota-Velasco,
9. D. Muniz Quintanilla,
10. Armando Ortega Gomez,
11. L. M. Palomino Bonilla,
12. G. P. Cifuentes,
13. Juan Rebolledo Gout and
14. Carolos Ruiz Sacristan
2. Approve an amendment to the Issuer Yes For For
Amended and Restated
Certificate of Incorporation,
as amended , to increase the
number of shares of common
stock which are authorized to
be issued from 320,000,000
shares to 2,000,000,000 shares
3. Ratify the Audit Issuer Yes For For
Committee's selection of
PricewaterhouseCoopers S.C. as
independent accountants for
2008
Steel Dynamics, Inc. STLD 858119100 5/22/08 1. Elect 11 directors: Issuer Yes For For
1. Keith E. Busse,
2. Mark D. Millett,
3. Richard P. Teets, Jr.,
4. John C. Bates,
5. Dr. Frank D. Byrne,
6. Paul B. Edgerley,
7. Richard J. Freeland,
8. Dr. Jurgen Kolb,
9. James C. Marcuccilli,
10. Daniel M.Rifkin and
11. Joseph D. Ruffolo
2. Approve the Audit Issuer Yes For For
Committee's appointment of
Ernst & Young LLP as Steel
Dynamics, Inc.'s independent
registered public accounting
firm for the year 2008
3. Approve the Steel Dynamics Issuer Yes For For
Inc.'s 2008 Executive
Incentive Compensation Plan
4. Approve the amendment of Issuer Yes For For
the Steel Dynamics, Inc.'s
Amended and Restated Articles
of Incorporation to increase
authorized common stock from
400 million shares to one
billion shares
United Steel Corporation X 912909108 4/29/08 1. Elect four directors: Issuer Yes For For
1. Richard A. Gephardt,
2. Glenda G. McNeal,
3. Patricia A. Tracey and
4. Graham B. Spanier
2. Elect PricewaterhouseCoopers Issuer Yes For For
LLP as independent registered
public accounting firm
CGM Trust - File No. 811-82
CGM Realty Fund
Proposed
By
Issuer For
or Was or
Meeting Matter Security Vote Actual Against
Issuer Ticker CUSIP Date Voted On Holder Cast? Vote Mgt.
- -----------------------------------------------------------------------------------------------------------------------------------
Alexandria Real Estate
Equities, Inc. ARE 015271109 5/22/08 1. Elect 7 directors: Issuer Yes For For
1. Joel S. Marcus,
2. James H. Richardson,
3. Richard B. Jennings,
4. John L. Atkins, III,
5. Richard H. Klein,
6. Martin A. Simonetti and
7. Alan G. Walton
2. Approve an Amendment and Issuer Yes Against Against
Restatement of the Company's
1997 Stock Award and Incentive
Plan
3. Ratify the appointment of Issuer Yes For For
Ernst & Young LLP to serve as
the company's independent
registered public accountants
for the fiscal year ending
December 31, 2008
Annaly Capital
Management, Inc. NLY 035710409 4/21/08 1. Approve the proposal to Issuer Yes For For
amend charter to increase the
number of authorized shares to
1,000,000,000 shares
Annaly Capital
Management, Inc. NLY 035710409 5/20/08 1. Elect three directors for Issuer Yes For For
terms of three years each:
1. Michael A. J. Farrell,
2. Jonathan D. Green and
3. John A. Lambiase
2. Ratify the appointment of Issuer Yes For For
Deloitte and Touche LLP as
independent registered public
accounting firm for the
company for the 2008 fiscal
year
BHP Billiton Limited BHP 088606108 9/21/07 1. Receive the 2007 Financial Issuer Yes For For
Statements and Reports for BHP
Billiton Plc
2. Receive the 2007 Financial Issuer Yes For For
Statements and Reports for BHP
Billiton Ltd
3. Re-elect Mr. D.A. Crawford Issuer Yes For For
as a Director of BHP Billiton
Plc
4. Re-elect Mr. D.A. Crawford Issuer Yes For For
as a Director of BHP Billiton
Ltd
5. Re-elect Mr. D.R. Argus as Issuer Yes For For
a Director of BHP Billiton Plc
6. Re-elect Mr. D.R. Argus as Issuer Yes For For
a Director of BHP Billiton Ltd
7. Re-elect Mr. C. A. S. Issuer Yes For For
Cordeiro as a Director of BHP
Billiton Plc
8. Re-elect Mr. C.A. S. Issuer Yes For For
Cordeiro as a Director of BHP
Billiton Ltd
9. Re-elect The Hon E. G. De Issuer Yes For For
Planque as a Director of BHP
Billiton Plc
10. Re-elect The Hon E. G. De Issuer Yes For For
Planque as a Director of BHP
Billiton Ltd
11. Re-elect Dr. D. A. L. Issuer Yes For For
Jenkins as a Director of BHP
Billiton Plc
12. Re-elect Dr. D. A. L. Issuer Yes For For
Jenkins as a Director of BHP
Billiton Ltd
13. Reappoint KPMG Audit Plc Issuer Yes For For
as the auditor of BHP Billiton
Plc
14. Renew the general Issuer Yes For For
authority to allot shares in
BHP Billiton Plc
15. Renew the disapplication Issuer Yes For For
of pre-emption rights in BHP
Billiton Plc
16. Approve the repurchase of Issuer Yes For For
shares in BHP Billiton Plc
17. Approve the cancellation Issuer Yes For For
of shares in BHP Billiton Plc
held by BHP Billiton Ltd on
each of the following dates:
1. 31 December 2007,
2. 15 February 2008,
3. 30 April 2008,
4. 31 May 2008,
5. 15 June 2008,
6. 31 July 2008,
7. 15 September 2008 and
8. 30 November 2008
18. Approve the 2007 Issuer Yes For For
Remuneration Report
19. Approve the grant of Issuer Yes For For
awards to Mr. M. J. Kloppers
under GIS and LTIP
20. Approve the grant of Issuer Yes For For
awards to Mr. C. W. Goodyear
under the GIS
21. Approve the amendment to Issuer Yes For For
the Articles of Association of
BHP Billiton Plc
22. Approve the amendment to Issuer Yes For For
the Constitution of BHP
Billiton Ltd
Boston Properties, Inc. BXP 101121101 5/12/08 1. Elect four directors: Issuer Yes For For
1. Lawrence S. Bacow,
2. Zoe Baird,
3. Alan J. Patricof and
4. Martin Turchin
2. Ratify the audit Issuer Yes For For
committee's appointment of
PricewaterhouseCoopers LLP as
Boston Properties, Inc.'s
independent registered public
accounting firm for the fiscal
year ending December 31, 2008
3. Approve stockholder Security Yes Against For
proposal concerning the annual Holder
election of directors
Companhia Vale Do
Rio Doce RIO 204412209 8/30/07 1. Approve proposal to amend Issuer Yes For For
the company's by-laws
2. Approve proposal for a Issuer Yes For For
forward stock split, pursuant
to which each and every
current share issued by the
company, both common and
preferred, shall become two
shares of the same type and
class, as the case may be, and
the corresponding adjustment
of Article 5 and Article 6 of
the company's by-laws
3. Approve consolidation of Issuer Yes For For
the amendments to the
company's by-laws, mentioned
above in items 1and 2 herein,
if such proposed modifications
are approved
4. Ratify CVRD's acquisition Issuer Yes For For
of the controlling share of
AMCI Holding Australia, as
required by Article 256
Section 1 of the Brazilian
Corporate Law
5. Approve replacement of a Issuer Yes For For
board member
Companhia Vale Do
Rio Doce RIO 204412209 4/29/08 O1A - Approve appreciation of Issuer Yes For For
the managements' report and
analysis, discussion and vote
on the financial statements
for the fiscal year ending
December 31, 2007
O1B - Approve proposal for the Issuer Yes For For
destination of profits of the
said fiscal year and approval
of the investment budget for
the company
O1C - Approve appointment of Issuer Yes For For
the members of the fiscal
council
O1D - Approve establishment of Issuer Yes For For
the remuneration of the senior
management and fiscal council
members
E2A - Approve the approval for Issuer Yes For For
the protocol and justification
of merger of Ferro Gusa Caraja
S.A., a wholly owned
subsidiary of the company,
pursuant to Articles 224 and
225 of the Brazilian Corporate
Law
E2B - Ratify the appointment Issuer Yes For For
of Deloitte Touche Tohmatsu
Adutores indepedentes, the
experts hired to appraise the
value of the company to be
merged
E2C - Approve decision on the Issuer Yes For For
appraisal report, prepared by
the expert appraisers
E2D - Approve the merger of Issuer Yes For For
Ferro Gusa Carajas S.A.,
without a capital increase or
the issuance of new shares by
the company
Digital Realty Trust, Inc. DLR 253868103 5/5/08 1. Elect six directors: Issuer Yes For For
1. Richard A. Magnuson,
2. Michael F. Foust,
3. Laurence A. Chapman,
4. Kathleen Earley,
5. Ruann F. Ernst, PH.D and
6. Dennis E. Singleton
2. Ratify the selection of Issuer Yes For For
KPMG LLP as the company's
independent auditors for the
year ended December 31, 2008
Entertainment Properties
Trust EPR 29380T105 2/15/08 1. Elect two directors: Issuer Yes For For
Robert J. Druten and
David M. Brain
2. Ratify the appointment of Issuer Yes For For
KPMG as the company's
independent registered public
accounting firm for 2008
Federal National Mortgage
Association (Fannie Mae) FNM 313586109 12/14/07 1. Elect 12 directors: Issuer Yes For For
1. Stephen B. Ashley,
2. Dennis R. Beresford,
3. Louis J. Freeh,
4. Brenda J. Gaines,
5. Karen N. Horn, PH.D.,
6. Bridget A. Macaskill,
7. Daniel H. Mudd,
8. Leslie Rahl,
9. John C. Sites, Jr.,
10. Greg C. Smith,
11. H.Patrick Swygert and
12. John K. Wulff
2. Ratify the selection of Issuer Yes For For
Deloitte & Touche LLP as
independent registered public
accounting firm for 2007
3. Approve an amendment to the Issuer Yes For For
Fannie Mae Stock Compensation
Plan of 2003
4. Approve shareholder Security Yes Against For
proposal to require Holder
shareholder advisory vote on
executive compensation
5. Approve shareholder Security Yes Against For
proposal to authorize Holder
cumulative voting
Federal Realty Investment
Trust FRT 313747206 5/7/08 1. Elect two trustees for the Issuer Yes For For
term set forth in the
accompanying proxy
statement:
A. Warren M. Thompson and
B. Donald C. Wood
2. Ratify the appointment of Issuer Yes For For
Grant Thornton LLP as the
Trust's independent registered
public accounting firm for the
fiscal year ending December
31, 2008
3. Consider a shareholder Security Yes Against For
proposal to request that the Holder
board of trustees take the
actions necessary to
declassify the board of
trustees
Freeport-McMoran Copper &
Gold Inc. FCX 35671D857 7/10/07 1. Elect 16 directors: Issuer Yes For For
1. Richard C. Adkerson,
2. Robert J. Allison, Jr.,
3. Robert A. Day,
4. Gerald J. Ford,
5. H. Devon Graham, Jr.,
6. J. Bennett Johnston,
7. Charles C. Krulak,
8. Bobby Lee Lackey,
9. Jon C. Madonna,
10. Dustan E. McCoy,
11. Gabrielle K. McDonald,
12. James R. Moffett,
13. B. M. Rankin, Jr.,
14. J. Stapleton Roy,
15. Stephen H. Siegele and
16. J. Taylor Wharton
2. Ratify the appointment of Issuer Yes For For
Ernst & Young LLP as
independent auditors
3. Adopt the proposed Issuer Yes For For
amendments to the 2006 Stock
Incentive Plan
Freeport-McMoran Copper &
Gold Inc. FCX 35671D857 6/5/08 1. Elect 16 directors: Issuer Yes For For
1. Richard C. Adkerson,
2. Robert J. Allison, Jr.,
3. Robert A. Day,
4. Gerald J. Ford,
5. H. Devon Graham, Jr.,
6. J. Bennett Johnston,
7. Charles C. Krulak,
8. Bobby Lee Lackey,
9. Jon C. Madonna,
10. Dustan E. McCoy,
11. Gabrielle K. McDonald,
12. James R. Moffett,
13. B. M. Rankin, Jr.,
14. J. Stapleton Roy,
15. Stephen H. Siegele and
16. J. Taylor Wharton
2. Ratify the appointment of Issuer Yes For For
Ernst & Young LLP as
independent auditors
3. Approve the proposed Issuer Yes For For
amendment to the
Freeport-McMoran Copper & Gold
Inc Amended and restated
certificate of incorporation
to increase the number of
authorized shares of common
stock to 1,800,000,000
General Growth
Properties, Inc. GGP 370021107 5/14/08 1. Elect three directors: Issuer Yes For For
Matthew Bucksbaum,
Bernard Freibaum and
Beth Stewart
2. Ratify the selection of Issuer Yes For For
Deloitte & Touche LLP as
independent public accountants
for the year ended December
31, 2008
3. Approve shareholder Security Yes Against For
proposal to declassify the Holder
board of directors
KB Home KBH 48666K109 4/3/08 1. Elect three directors: Issuer Yes For For
A. Stephen F. Bollenbach,
B. Timothy W. Finchem and
C. J. Terrence Lanni
2. Ratify the appointment of Issuer Yes For For
Ernst & Young LLP as KB Home's
independent registered public
accounting firm for the fiscal
year ending November 30, 2008
3. Approve stockholder Security Yes Against For
proposal relating to executive Holder
compensation
4. Approve stockholder Security Yes Against For
proposal relating to Holder
stockholder approval of
severance agreements
Lennar Corporation LEN 526057104 4/8/08 1. Elect two directors: Issuer Yes For For
Stuart A. Miller and
Jeffrey Sonnenfeld
2. Ratify the selection of Issuer Yes For For
Deloitte & Touche as the
company's independent
registered accounting firm
3. Approve proposal to Issuer Yes For For
declassify the board of
directors
4. Approve stockholder Security Yes Against For
proposal regarding executive Holder
pay for superior performance
5. Approve stockholder Security Yes Against For
proposal regarding a Holder
compliance committee
M.D.C. Holdings, Inc. MDC 552676108 4/29/08 1. Elect two directors: Issuer Yes For For
William B. Kemper and
David D. Mandarich
2. Approve the M.D.C. Issuer Yes For For
Holdings, Inc. Amended
Executive Officer
Performance-based compensation
plan
3. Approve a plan amendment to Issuer Yes For For
authorize stock option
repricing and an exchange
program to reprice stock
options held by company
employees
4. Approve a plan amendment to Issuer Yes For For
reprice stock options held by
the company's independent
directors and implement a
restrictive exercisability
period
5. Approve shareowner proposal Security Yes Against For
concerning establishment of a Holder
new compliance committee and
review of regulatory,
litigation and compliance
risks
6. Approve the selection of Issuer Yes For For
Ernst & Young LLP as the
company's independent
registered public accounting
firm for the 2008 fiscal year
The Mosaic Company MOS 61945A107 10/4/07 1. Elect 4 directors: Issuer Yes For For
1. F. Guillaume Bastiaens,
2. Raymond F. Bentele,
3. Richard D. Frasch and
4. William R. Graber
2. Ratify the appointment of Issuer Yes For For
KPMG LLP as independent
registered public accounting
firm
Potash Corporation of
Saskatchewan Inc. POT 73755L107 5/8/08 1. Elect 11 directors: Issuer Yes For For
1. W.J. Doyle,
2. J.W. Estey,
3. W. Fetzer III,
4. C.S. Hoffman,
5. D.J. Howe,
6. A.D. Laberge,
7. K.G. Martell,
8. J.J. McCaig,
9. M. Mogford,
10. P.J. Schoenhals and
11. E.R. Stromberg
2. Approve the appointment of Issuer Yes For For
Deloitte & Touche LLP as
auditors of the corporation
3. Approve the adoption of a Issuer Yes For For
new Performance Option Plan
4. Approve shareholder Security Yes Against For
proposal regarding executive Holder
compensation
Prologis PLD 743410102 5/9/08 1. Elect 10 directors: Issuer Yes For For
1. Stephen L. Feinberg,
2. George L. Fotiades,
3. Christine N. Garvey,
4. Lawrence V. Jackson,
5. Donald P. Jacobs,
6. Jeffrey H. Schwartz,
7. D. Michael Steuert,
8. J. Andre Teixeira,
9. William D. Zollars and
10. Andrea M. Zulberti
2. Ratify the appointment of Issuer Yes For For
KPMG LLP as the independent
registered public accounting
firm for the year 2008
Rio Tinto PLC RTP 767204100 9/14/07 1. Approve the acquisition of Issuer Yes For For
Alcan Inc and related matters
Simon Property Group, Inc. SPG 828806109 5/8/08 1. Elect seven directors: Issuer Yes For For
1. Birch Bayh,
2. Melvyn E. Bergstein,
3. Lynda Walker Bynoe,
4. Karen N. Horn,
5. Reuben S. Leibowitz,
6. J. Albert Smith, Jr. and
7. Pieter S. Van Den Berg
2. Ratify the appointment of Issuer Yes For For
Ernst & Young LLP as
independent registered public
accounting firm for 2008
3. Approve the Amended Simon Issuer Yes For For
Property Group, L.P. 1998
Stock Incentive Plan
4. Approve stockholder Security Yes Against For
proposal to adopt a "Pay for Holder
Superior Performance Principle
(SIC)"
SL Green Realty Corp. SLG 78440X101 6/25/08 1. Elect two directors: Issuer Yes For For
Marc Holliday and
John S. Levy
2. Ratify the selection of Issuer Yes For For
Ernst & Young LLP as
independent registered public
accounting firm for the fiscal
year ending December 31, 2008
3. Approve and ratify the Issuer Yes For For
adoption of the 2008 Employee
Stock Purchase Plan in order
to increase the number of
shares that may be issued
pursuant to such plan
Tanger Factory Outlet
Centers, Inc. SKT 875465106 5/16/08 1. Elect six directors: Issuer Yes For For
1. Stanley K. Tanger,
2. Steven B. Tanger,
3. Jack Africk,
4. William G. Benton,
5. Thomas E. Robinson and
6. Allan L. Schuman
2. Ratify the appointment of Issuer Yes For For
PricewaterhouseCoopers LLP as
the company's independent
registered accounting firm for
the fiscal year ending
December 31, 2008
Taubman Centers, Inc. TCO 876664103 5/29/08 1. Elect four directors: Issuer Yes For For
1. Ronald W. Tyso*,
2. Robert S. Taubman**,
3. Lisa A Payne** and
4. William U. Parfet**
2. Ratify the appointment of Issuer Yes For For
KPMG LLP as the independent
registered public accounting
firm for 2008
3. Approve the 2008 Omnibus Issuer Yes For For
Long-term Incentive Plan
4. Approve shareholder Security Yes Against For
proposal requesting that the Holder
Board of Directors take the
necessary steps to declassify
the Board of Directors
* Two year term -
** Three year term
Ventas, Inc. VTR 92276F100 5/19/08 1. Elect eight directors: Issuer Yes For For
1. Debra A. Cafaro,
2. Douglas Crocker II,
3. Ronald G. Geary,
4. Jay M. Gellert,
5. Robert D. Reed,
6. Sheli Z. Rosenberg,
7. James D. Shelton and
8. Thomas C. Rosenberg
2. Ratify the appointment of Issuer Yes For For
Ernst & Young LLP as the
independent registered public
accounting firm for fiscal
year 2008
3. Approve an amendment to the Issuer Yes For For
Amended and Restated
Certificate of Incorporation
to eliminate the board's
ability to grant waivers from
the constructive ownership
limitations in Article X
thereof relating to Ventas'
status as a qualified real
estate investment trust under
U.S. federal income tax law
Vornado Realty Trust VNO 929042109 5/15/08 1. Elect four directors: Issuer Yes For For
1. Anthony W. Deering,
2. Michael Lynne,
3. Robert H. Smith and
4. Ronald G. Targan
2. Ratify the appointment of Issuer Yes For For
Deloitte & Touche LLP as the
Company's independent
registered public accounting
firm for the current fiscal
year
3. Approve shareholder Security Yes Against For
proposal regarding majority Holder
voting for trustees
CGM Trust - File No. 811-82
CGM Focus Fund
Proposed
By
Issuer For
or Was or
Meeting Matter Security Vote Actual Against
Issuer Ticker CUSIP Date Voted On Holder Cast? Vote Mgt.
- -----------------------------------------------------------------------------------------------------------------------------------
Aluminum Corporation of
China Limited AGM 022276106 5/9/08 1. Consider and approve the Issuer No
Report of the Directors of the
Company for the year ended
December 31, 2007
2. Consider and approve the Issuer No
Report of the Supervisory
Committee of the Company for
the year ended December 31,
2007
3. Consider and approve the Issuer No
report of the independent
auditor and the audited
financial statements of the
Group and of the Company for
the year ended December 31,
2007
4. Consider and approve the Issuer No
proposal for the profit
distribution of the Company
for the year ended December
31, 2007 and the declaration
of the Company's final
dividend for the year ended
December 31, 2007
5. Consider and appoint Mr. Issuer No
Zhu Demiao and Mr. Wang
Mengkui respectively as
Independent non-executive
Directors of the Company: i.
To appoint Mr. Zu Demio and
ii. To appoint Mr. Wang
Mengkui
6. Authorize the Board of Issuer No
Directors to determine the
remuneration of the Directors
and Supervisors of the Company
for the year ending December
31, 2008
7. Consider and approve the Issuer No
proposal to pay a
discretionary bonus for the
year 2007 to the Directors and
Supervisors of the Company
8. Consider and approve the Issuer No
proposal to renew the
liability insurance of the
directors, supervisors and
other senior management of the
Company for the year of
2008/2009
9. Consider and approve the Issuer No
re-appointment of
PricewaterhouseCoopers, Hong
Kong Certified Public
Accountants, and
PricewaterhouseCoopers Zhong
Tian CPAs Limited Company as
the Company's independent
auditors and PRC auditors,
respectively, to hold office
until the conclusion of the
following annual general
meeting, and to authorize the
audit committee of the Board
of Directors to determine
their remuneration
10. Consider and approve Issuer No
proposals (if any) put forward
at such meeting by any
shareholder(s) holding 3 per
cent or more of the shares
carrying the right to vote at
such meeting
11. Consider and approve the Issuer No
following resolution by way of
special resolution: Subject to
notification being given to
the People's Bank of China,
the Company may issue
short-term bonds
12. Consider and, if thought Issuer No
fit, approve the following
resolution by way of special
resolution: There be granted
to the Board of Directors of
the Company an unconditional
general mandate to issue,
allot and deal with additional
H Shares in the capital of the
Company, and to make or grant
offers, agreements and options
in respect thereof
13. Consider and approve the Issuer No
following resolution by way of
special resolution: that,
subject to the necessary
approval of the relevant PRC
authorities, Articles 13 and
39 of the Articles be amended
as follows: By inserting the
words "production, sales,
loading, unloading and
transportation of autoclaved
fly ash brick" in relation to
the scope of business of the
Company
14. Consider and approve the Issuer No
following resolution by way of
special resolution: that
subject to the filing of the
relevant notification with the
People's Bank of China the
Company may issue medium-term
bonds
Extraordinary resolution - Issuer No
That the bidding by the
Company of the Target Equity
interest of China Beijing
Equity Exchange and upon such
bidding being successful, the
entering into the Acquisition
Agreement in respect of the
Target Equity Interest between
the Company and Chinalco and
the terms and transactions
contemplated thereunder be and
are hereby approved and
confirmed: and the Directors
be and are hereby generally
authorized to all such acts
and things and execute such
documents which they consider
necessary or expedient for the
implementation and giving
effect to the Acquisition
Agreement and the transactions
contemplated thereunder"
America Movil, S.A.B.
De C.V. AMX 02364W105 4/29/08 1. Appoint or, as the case may Issuer Yes For For
be, reelect the members of the
Board of Directors of the
company that the holders of
the Series "L" shares are
entitled to appoint
2. Appoint delegates to Issuer Yes For For
execute and, if applicable,
formalize the resolutions
adopted by the meeting
ArcelorMittal MIT 03937E101 11/5/07 1. Approve the merger whereby Issuer Yes For For
ArcelorMittal shall merger
into Arcelor by way of
absorption by Arcelor of
ArcelorMittal and without
liquidation of ArcelorMittal
2. Approve the discharge of Issuer Yes For For
the directors and auditor of
ArcelorMittal and determine
the place where the books and
records of ArcelorMittal will
be kept for a period of five
years
ArcelorMittal MIT 03937E101 5/13/08 A1 - Approve the annual Issuer Yes For For
accounts for the 2007
financial year
A2 - Approve the consolidated Issuer Yes For For
financial statements for the
2007 financial year
A3 - Determine the amount of Issuer Yes For For
fees, the compensation and
attendance fees to be
allocated to the board of
directors
A4 - Allocate results and Issuer Yes For For
determine dividend
A5 - Discharge the directors Issuer Yes For For
A6 - Approve statutory Issuer Yes For For
elections of four directors
A7 - Elect Lewis B. Kaden as Issuer Yes For For
member of the board of
directors
A8 - Elect Ignacio Fernandez Issuer Yes For For
Toxo as member of the board of
directors
A9 - Elect Antoine Spillmann Issuer Yes For For
as member of the board of
directors
A10 - Elect Malay Mukherjee as Issuer Yes For For
member of the board of
directors
A11 - Renew authorization of Issuer Yes For For
the board of directors of the
company and the corporate
bodies of other companies
A12 - Appoint Deloitte SA as Issuer Yes For For
independent company auditor
A13 - Decide to authorize the Issuer Yes For For
board of directors to issue
stock options or other equity
based awards to the employees
A14 - Decide to authorize the Issuer Yes For For
board of directors to put in
place an employee share
purchase plan
E15 - Decide to increase the Issuer Yes For For
authorized share capital of
the company
BHP Billiton Limited BHP 088606108 9/21/07 1. Receive the 2007 Financial Issuer Yes For For
Statements and Reports for BHP
Billiton Plc
2. Receive the 2007 Financial Issuer Yes For For
Statements and Reports for BHP
Billiton Ltd
3. Re-elect Mr. D.A. Crawford Issuer Yes For For
as a Director of BHP Billiton
Plc
4. Re-elect Mr. D.A. Crawford Issuer Yes For For
as a Director of BHP Billiton
Ltd
5. Re-elect Mr. D.R. Argus as Issuer Yes For For
a Director of BHP Billiton Plc
6. Re-elect Mr. D.R. Argus as Issuer Yes For For
a Director of BHP Billiton Ltd
7. Re-elect Mr. C. A. S. Issuer Yes For For
Cordeiro as a Director of BHP
Billiton Plc
8. Re-elect Mr. C.A. S. Issuer Yes For For
Cordeiro as a Director of BHP
Billiton Ltd
9. Re-elect The Hon E. G. De Issuer Yes For For
Planque as a Director of BHP
Billiton Plc
10. Re-elect The Hon E. G. De Issuer Yes For For
Planque as a Director of BHP
Billiton Ltd
11. Re-elect Dr. D. A. L. Issuer Yes For For
Jenkins as a Director of BHP
Billiton Plc
12. Re-elect Dr. D. A. L. Issuer Yes For For
Jenkins as a Director of BHP
Billiton Ltd
13. Reappoint KPMG Audit Plc Issuer Yes For For
as the auditor of BHP Billiton
Plc
14. Renew the general Issuer Yes For For
authority to allot shares in
BHP Billiton Plc
15. Renew the disapplication Issuer Yes For For
of pre-emption rights in BHP
Billiton Plc
16. Approve the repurchase of Issuer Yes For For
shares in BHP Billiton Plc
17. Approve the cancellation Issuer Yes For For
of shares in BHP Billiton Plc
held by BHP Billiton Ltd on
each of the following dates:
1. 31 December 2007, 2. 15
February 2008, 3. 30 April
2008, 4. 31 May 2008, 5. 15
June 2008, 6. 31 July 2008, 7.
15 September 2008 and 8. 30
November 2008
18. Approve the 2007 Issuer Yes For For
Remuneration Report
19. Approve the grant of Issuer Yes For For
awards to Mr. M. J. Kloppers
under GIS and LTIP
20. Approve the grant of Issuer Yes For For
awards to Mr. C. W. Goodyear
under the GIS
21. Approve the amendment to Issuer Yes For For
the Articles of Association of
BHP Billiton Plc
22. Approve the amendment to Issuer Yes For For
the Constitution of BHP
Billiton Ltd
Citigroup Inc. C 172967101 4/22/08 1. Elect 14 directors: Issuer Yes For For
a. C. Michael Armstrong,
b. Alain J. P. Belda,
c. Sir Winfried Bischoff,
d. Kenneth T. Derr,
e. John M. Deutch,
f. Roberto Hernandez Ramirez,
g. Andrew N. Liveris,
h. Anne Mulcahy,
i. Vikram Pandit,
j. Richard D. Parsons,
k. Judith Rodin,
l. Robert E. Rubin,
m. Robert L. Ryan and
n. Franklin A. Thomas
2. Ratify the selection of Issuer Yes For For
KPMG LLP as Citigroup's
independent registered public
accounting firm for 2008
3. Approve stockholder Security Yes Against For
proposal requesting a report Holder
on prior governmental service
of certain individuals
4. Approve stockholder
proposal requesting a report Security Yes Against For
on political contributions Holder
5. Approve stockholder Security Yes Against For
proposal requesting that Holder
executive compensation be
limited to 100 times the
average compensation paid to
worldwide employees
6. Approve stockholder Security Yes Against For
proposal requesting that two Holder
candidates be nominated for
each board position
7. Approve stockholder Security Yes Against For
proposal requesting a report Holder
on the Equator Principles
8. Approve stockholder Security Yes Against For
proposal requesting the Holder
adoption of certain employment
principles for executive
officers
9. Approve stockholder Security Yes Against For
proposal requesting that Citi Holder
amend its GHG emissions
policies
10. Approve stockholder Security Yes Against For
proposal requesting a report Holder
on how investment policies
address or could address human
rights issues
11. Approve stockholder Security Yes Against For
proposal requesting an Holder
independent board chairman
12. Approve stockholder Security Yes Against For
proposal requesting an Holder
advisory vote to ratify
executive compensation
CNOOC Limited CEO 126132109 12/6/07 1. Approve the revised cap for Issuer Yes For For
the "provision of exploration
and support services" category
of continuing connected
transactions
2. Approve the non-exempt Issuer Yes For For
continuing connected
transactions
3. Approve the proposed caps Issuer Yes For For
for each category of the
non-exempt continuing
connected transactions
Companhia Vale Do
Rio Doce RIO 204412209 8/30/07 1. Approve proposal to amend Issuer Yes For For
the company's by-laws
2. Approve proposal for a Issuer Yes For For
forward stock split, pursuant
to which each and every
current share issued by the
company, both common and
preferred, shall become two
shares of the same type and
class, as the case may be, and
the corresponding adjustment
of Article 5 and Article 6 of
the company's by-laws
3. Approve consolidation of Issuer Yes For For
the amendments to the
company's by-laws, mentioned
above in items 1and 2 herein,
if such proposed modifications
are approved
4. Ratify CVRD's acquisition Issuer Yes For For
of the controlling share of
AMCI Holding Australia, as
required by Article 256
Section 1 of the Brazilian
Corporate Law
5. Approve replacement of a Issuer Yes For For
board member
Companhia Vale Do
Rio Doce RIO 204412209 4/29/08 O1A - Approve appreciation of Issuer Yes For For
the managements' report and
analysis, discussion and vote
on the financial statements
for the fiscal year ending
December 31, 2007
O1B - Approve proposal for the Issuer Yes For For
destination of profits of the
said fiscal year and approval
of the investment budget for
the company
O1C - Approve appointment of Issuer Yes For For
the members of the fiscal
council
O1D - Approve establishment of Issuer Yes For For
the remuneration of the senior
management and fiscal council
members
E2A - Approve the approval for Issuer Yes For For
the protocol and justification
of merger of Ferro Gusa Caraja
S.A., a wholly owned
subsidiary of the company,
pursuant to Articles 224 and
225 of the Brazilian Corporate
Law
E2B - Ratify the appointment Issuer Yes For For
of Deloitte Touche Tohmatsu
Adutores indepedentes, the
experts hired to appraise the
value of the company to be
merged
E2C - Approve decision on the Issuer Yes For For
appraisal report, prepared by
the expert appraisers
E2D - Approve the merger of Issuer Yes For For
Ferro Gusa Carajas S.A.,
without a capital increase or
the issuance of new shares by
the company
CONSOL Energy Inc. CNX 20854P106 4/29/08 1. Elect 10 directors: Issuer Yes For For
1. John Whitmire,
2. J. Brett Harvey,
3. James E. Altmeyer, Sr.,
4. William E. Davis,
5. Raj K. Gupta,
6. Patricia A. Hammick,
7. David C. Hardesty, Jr.,
8. John T. Mills,
9. William P. Powell and
10. Joseph T. Williams
2. Ratify the appointment of Issuer Yes For For
independent auditor: Ernst &
Young LLP
3. Approve CONSOL Energy Inc. Issuer Yes For For
Executive Annual Incentive
Plan
4. Approve Joint Shareholder Security Yes Against For
proposal regarding climate Holder
change
Deere & Company DE 244199105 2/27/08 1. Elect 5 directors: Issuer Yes For For
1. T. Kevin Dunnigan,
2. Charles O. Holliday, Jr.,
3. Dipak C. Jain,
4. Joachim Milberg and
5. Richard B. Myers
2. Re-approve the John Deere Issuer Yes For For
Mid Term Incentive Plan
3. Ratify the appointment of Issuer Yes For For
Deloitte & Touche LLP as the
independent registered public
accounting firm for fiscal
2008
Devon Energy Corporation DVN 25179M103 6/4/08 1. Elect three directors: Issuer Yes For For
1. David A. Hager,
2. John A. Hill and
3. Mary P. Ricciardello
2. Ratify the appointment of Issuer Yes For For
KPMG LLP as the company's
independent auditors for 2008
3. Approve amending the Issuer Yes For For
Restated Certificate of
Incorporation to increase the
number of authorized shares of
common stock
4. Approve amending the Issuer Yes For For
Restated Certificate of
Incorporation to provide for
the annual election of
directors
Ford Motor Company F 345370860 5/8/08 1. Elect 13 directors: Issuer Yes For For
1. John R. H. Bond,
2. Stephen G. Butler,
3. Kimberly A. Casiano,
4. Edsel B. Ford II,
5. William Clay Ford, Jr.,
6. Irvine O. Hockaday, Jr.,
7. Richard A .Manoogian,
8. Ellen R. Marram,
9. Alan Mulally,
10. Homer A. Neal,
11. Jorma Ollila,
12. Gerald L. Shaheen, and
13. John L. Thornton
2. Ratify the selection of Issuer Yes For For
PricewaterhouseCoopers LLP as
Ford's independent registered
public accounting firm for
2008
3. Approve the terms of the Issuer Yes For For
company's Annual Incentive
Compensation Plan
4. Approve the company's 2008 Issuer Yes For For
Long-term Incentive Plan
5. Approve shareholder Security Yes Against For
proposal relating to Holder
discontinuing granting stock
options to senior executives
6. Approve shareholder Security Yes Against For
proposal relating to Holder
permitting the minimum percent
of holders of common stock
allowed by law to call special
shareholder meetings
7. Approve shareholder Security Yes Against For
proposal relating to Holder
consideration of
recapitalization plan to
provide that all of the
outstanding stock have one
vote per share
8. Approve shareholder Security Yes Against For
proposal relating to the Holder
company issuing a report
disclosing policies and
procedures related to
political contributions
9. Approve shareholder Security Yes Against For
proposal relating to the Holder
company adopting comprehensive
health care reform principles
10. Approve shareholder Security Yes Against For
proposal relating to the Holder
company issuing a report on
the effect of the company's
actions to reduce its impact
on global climate change
11. Approve shareholder Security Yes Against For
proposal relating to limiting Holder
executive compensation until
the company achieves five
consecutive years of
profitability
Foster Wheeler Ltd. FWLT G36535139 11/19/07 Approve increase in the Issuer Yes For For
authorized share capital of
the company
Freeport-McMoran Copper &
Gold Inc. FCX 35671D857 7/10/07 1. Elect 16 directors: Issuer Yes For For
1. Richard C. Adkerson,
2. Robert J. Allison, Jr.,
3. Robert A. Day,
4. Gerald J. Ford,
5. H. Devon Graham, Jr.,
6. J. Bennett Johnston,
7. Charles C. Krulak,
8. Bobby Lee Lackey,
9. Jon C. Madonna,
10. Dustan E. McCoy,
11. Gabrielle K. McDonald,
12. James R. Moffett,
13. B. M. Rankin, Jr.,
14. J. Stapleton Roy,
15. Stephen H. Siegele and
16. J. Taylor Wharton
2. Ratify the appointment of Issuer Yes For For
Ernst & Young LLP as
independent auditors
3. Adopt the proposed Issuer Yes For For
amendments to the 2006 Stock
Incentive Plan
Freeport-McMoran Copper &
Gold Inc. FCX 35671D857 6/5/08 1. Elect 16 directors: Issuer Yes For For
1. Richard C. Adkerson,
2. Robert J. Allison, Jr.,
3. Robert A. Day,
4. Gerald J. Ford,
5. H. Devon Graham, Jr.,
6. J. Bennett Johnston,
7. Charles C. Krulak,
8. Bobby Lee Lackey,
9. Jon C. Madonna,
10. Dustan E. McCoy,
11. Gabrielle K. McDonald,
12. James R. Moffett,
13. B. M. Rankin, Jr.,
14. J. Stapleton Roy,
15. Stephen H. Siegele and
16. J. Taylor Wharton
2. Ratify the appointment of Issuer Yes For For
Ernst & Young LLP as
independent auditors
3. Approve the proposed Issuer Yes For For
amendment to the
Freeport-McMoran Copper & Gold
Inc Amended and restated
certificate of incorporation
to increase the number of
authorized shares of common
stock to 1,800,000,000
Hess Corporation HES 42809H107 3/17/08 1. Elect five directors: Issuer Yes For For
1. E.E. Holiday,
2. J.H. Mullin
3. J.J. O'Connor,
4. F.B. Walker and
5. R.N. Wilson
2. Ratify the selection of Issuer Yes For For
Ernst & Young LLP as
independent auditors for
fiscal year ending December
31, 2008
3. Approve proposal to Issuer Yes For For
declassify the board of
directors
4. Approve the 2008 Long-term Issuer Yes For For
Incentive Plan
Mechel Open Joint Stock
Company MTL 583840103 3/24/08 1. Approve the proposed Issuer Yes For For
version of modifications and
additions into the charter of
Mechel OAO
2. Approve modifications and Issuer Yes For For
additions into the company's
bylaw on the board of
directors
3. Approve transactions of Issuer Yes For For
interest
Mechel Open Joint Stock
Company MTL 583840103 4/30/08 1. Approve proposal "to Issuer Yes For For
determine that the number of
declared preferred registered
book-entry shares shall be
138,756,915 shares with the
nominal value of 10 Rubles
each in the total nominal
amount of 1,387,569,150
Rubles. The rights granted to
the holders of the preferred
registered book-entry shares
declared for placement are
stipulated by Article 11 of
the Charter"
2. Approve the proposed Issuer Yes For For
version of amendments in the
charter of Mechel Open Joint
Stock Company
Mechel Open Joint Stock
Company MTL 583840103 6/6/08 1. Approve the following Issuer No For For
interrelated transactions,
such transactions being a
major transaction:
1. Underwriting Agreement,
2. The aggregate of all
transactions for
placement of the company
preferred shares in a
public offering including
those being placed
through placement of the
GDRS and 3. The deposit
agreement
2. Approve making the major Issuer No For For
transaction being a
transaction of interest
Mechel Open Joint Stock
Company MTL 583840103 6/30/08 1. Approve the Annual Report Issuer Yes For Yes
of Mechel Open Joint Stock
Company for 2007
2. Approve the Annual Issuer Yes For Yes
Financial Statements inclusive
of the Income State (Profit
and Loss Account) of the
Company for 2007
3. Approve distribution of the Issuer Yes For Yes
Company's profit, including
payment (declaration) of
dividend, based on the
financial year results
4. Elect nine members of the Issuer Yes For Yes
Board of Directors:
1. A. David Johnson,
2. Alexander E. Yevtushenko,
3. Igor V. Zyuzin,
4. Alexey G. Ivanushkin,
5. Igor S. Kozhuhovsky,
6. Seraflm V. Kolpakov,
7. Vladimir A. Polin,
8. Valentin V. Proskurnya and
9. Roger I. Gale
5. Elect the following persons Issuer Yes For Yes
to Members of the Audit
Commission of Mechel Open
Joint Stock Company: 1. Markov
Yaraoslav Anatolyevich, 2.
Mikhailova Natalia Grigoryevna
and 3. Radishevskaya Ludmila
Eduardovna
6. Approve the closed joint Issuer Yes For Yes
stock company, BDO Unicon to
be the auditor of the Company
7. Approve the interested Issuer Yes For Yes
party transactions
Mobile Telesystems OJSC MBT 6074019109 2/15/08 1. Approve the procedure for Issuer Yes For Yes
conducting the Meeting
2. Approve Amendment of the Issuer Yes For Yes
Regulations "MTS OJSC General
Shareholders Meeting"
3. Approve Amendment of the Issuer Yes For Yes
Regulations "Remunerations and
Compensations to be Paid to
Members of MTS OJSC Board of
Directors"
4. Approve the Stock Option Issuer Yes For Yes
Program for MTS OJSC Board of
Directors Members
5. Approve early termination Issuer Yes For Yes
of the powers of MTS OJSC
Board of Directors members
6. Elect the following persons Issuer Yes For Yes
as members of the MTS OJSC
Board of Directors:
1. Alexey Nikolaevich Buyanov,
2. Mohanbir Singh Gyani,
3. Sergey Alexeevich Drozdov,
4. Tatiana Vladimirovna
Evtoushenkova,
5. Leonid Adolfovich Mellamed,
6. Paul James Ostling and
7. Vitaly Gennadievich Savelieve
7.1 Approve early termination Issuer Yes For Yes
of the powers of all members
of MTS OJSC Audit Commission
7.2 Elect the following Issuer Yes For Yes
persons as members of MTS
OJSC Audit Commission:
1. Maria Vyacheslavovna
Markina,
2. Vassily Vassilievich
Platoshin and
3. Artem Evgenievich Popov
8. Approve Reorganization of Issuer Yes For Yes
MTS OJSC by merger of
Volgograd Mobile Closed Joint
Stock Company and MTS OJSC,
and approve of the Merger
Agreement between Volgograd
Mobile CJSC and MTS OJSC
9. Approve reorganization of Issuer Yes For Yes
MTS OJSC by merger of MTS OJSC
and Astrakhan Mobile Closed
Joint Stock Company, and
approve of the Merger
Agreement between Astrakhan
Mobile CJSC and MTS OJSC
10. Approve reorganization of Issuer Yes For Yes
MTS OJSC by merger of MTS OJSC
and Mar Mobile GSM Closed
Joint Stock Company, and
approval of the Merger
Agreement between Mar Mobil
GSM CJSC and MTS OJSC
11. Approve reorganization of Issuer Yes For Yes
MTS OJSC by merger of MTS OJSC
and PRIMTELEFON Closed Joint
Stock Company, and approval of
the Merger Agreement between
PRIMTELEFON CJSC and MTS OJSC
12. Approve amendment of the Issuer Yes For Yes
Charter of MTS OJSC
The Mosaic Company MOS 61945A107 10/4/07 1. Elect 4 directors: Issuer Yes For For
1. F. Guillaume Bastiaens,
2. Raymond F. Bentele,
3. Richard D. Frasch and
4. William R. Graber
2. Ratify the appointment of Issuer Yes For For
KPMG LLP as independent
registered public accounting
firm
Nabors Industries Ltd. NBR G6359F103 6/3/08 1. Elect three directors: Issuer Yes For For
1. Anthony G. Petrello,
2. Myron M. Sheinfeld and
3. Martin J. Whitman
2. Approve appointment of Issuer Yes For For
PricewaterhouseCoopers LLP as
independent auditors and to
authorize the Audit Committee
of the Board of Directors to
set auditors' remuneration
3. Approve shareholder Security Yes Against For
proposal to adopt a pay for Holder
superior performance standard
in the company's executive
compensation plan for senior
executives
4. Approve shareholder Security Yes Against For
proposal regarding gross-up Holder
payments to senior executives
Nucor Corporation NUE 670346105 5/9/08 1. Elect two directors: Issuer Yes For For
Peter C. Browning and
V.F. Haynes, PH.D.
2. Ratify the appointment of Issuer Yes For For
PricewaterhouseCoopers LLP as
Nucor's independent registered
public accounting firm for the
year ending December 31, 2008
3. Approve the annual and Issuer Yes For For
long-term senior officers
incentive compensation plans
4. Approve stockholder Security Yes Against For
proposal regarding director Holder
election majority vote
standard
Peabody Energy Corporation BTU 704549104 5/8/08 1. Elect one director: Issuer Yes For For
Sandra Van Trease
2. Ratify the appointment of Issuer Yes For For
Ernst & Young LLP as the
Company's independent
registered public accounting
firm for the fiscal year
ending December 31, 2008
3. Approve proposal to Issuer Yes For For
declassify the Board of
Directors
4. Approve the 2008 Management Issuer Yes For For
Annual Incentive Compensation
Plan
Petroleo Brasileiro
S. A. - Petrobras PBR 71654V408 10/29/07 1. Ratify the "Share Purchase Issuer Yes For For
& Sale Agreement, dated August
3, 2007, signed between the
indirect controlling
shareholders of Suzano
PetroQuimica S.A. as the
sellers, and Petrobras, as the
buyer, together with the
respective pertinent documents
Petroleo Brasileiro
S. A. - Petrobras PBR 71654V408 3/24/08 1A - Approve the Incorporation Issuer No
Protocol and Justification
dated February 28, 2008,
signed by Petrobras, as the
surviving company, and by
Pramoa Pariticpacoes S.A., as
the acquired company, together
with the respective pertinent
documents, and with Pramoa
Participacoes S.A.'s
incorporation operation
approval
1B - Approve the appointment Issuer No
of a specialized company to
evaluate and approve the
respective assessment report
elaborated for the Pramoa
Participacoes S.A.
Incorporation Operation, under
the terms of 1 and 3 of Art.
227, Law No. 6.404/76
2A - Approve the Incorporation Issuer No
Protocol and Justification,
dated February 29, 2008,
signed by Petrobras, as the
surviving company, and by UPB
S.A., as the acquired company,
together with the respective
pertinent documents, and with
UPB S.A.'s Incorporation
Operation Approval.
2B - Approve the appointment Issuer No
of a specialized company to
evaluate and approve the
respective assessment report
elaborated for the UPB S.A.
Incorporation Operation, under
the terms of 1 and 3 of Art.
227, Law No. 6.404/76
3 - Approve split of shares Issuer No
that represent the capital
stock
Petroleo Brasileiro
S. A. - Petrobras PBR 71654V408 4/4/08 1 - Approve management report Issuer Yes For For
and financial statements,
together with the Audit
Committee's report for the
fiscal year ending on December
31, 2007
2 - Approve 2008 fiscal year Issuer Yes For For
capital budget
3 - Approve 2007 fiscal year Issuer Yes For For
result appropriation
4 - Elect the members of the Issuer Yes For For
Board of Directors
5 - Approve the election of Issuer Yes For For
the President of the Board of
Directors
6 - Approve election of Issuer Yes For For
members of the Audit Committee
and their respective
substitutes
7 - Approve determination of Issuer Yes For For
the managers' wages, including
their profit participation,
pursuant to articles 41 and 56
of the Articles of
Incorporation, as well as that
of the full members of the
Audit Committee
E1 - Approve capital stock Issuer Yes For For
increase via the incorporation
of part of the capital
reserves and of profit
reserves, for a total of
R$26,323 million, increasing
the capital stock from
R$52,644 million to R$78,967
million, without changing the
number of ordinary and
preferred shares
Petroleo Brasileiro
S. A. - Petrobras PBR 71654V408 6/9/08 1. Approve the disposal of the Issuer Yes For For
control of the subsidiary of
Petrobras, Dapean
Participacoes S.A., by means
of the merger into this
company of Fasciatus
Participacoes S.A., a
transaction inserted in the
sphere of the investment
agreement entered into among
Petrobras, Petrobras Quimica
S.A. - Petroquisa and
Unipar-Uniao de Industrias
Petroquimica S.A., for the
creation of a petrochemical
company, according to a
material fact of November 30,
2007
Potash Corporation of
Saskatchewan Inc. POT 73755L107 5/8/08 1. Elect 11 directors: Issuer Yes For For
1. W.J. Doyle,
2. J.W. Estey,
3. W. Fetzer III,
4. C.S. Hoffman,
5. D.J. Howe,
6. A.D. Laberge,
7. K.G. Martell,
8. J.J. McCaig,
9. M. Mogford,
10. P.J. Schoenhals and
11. E.R. Stromberg
2. Approve the appointment of Issuer Yes For For
Deloitte & Touche LLP as
auditors of the corporation
3. Approve the adoption of a Issuer Yes For For
new Performance Option Plan
4. Approve shareholder Security Yes Against For
proposal regarding executive Holder
compensation
Schlumberger Limited SLB 806857108 4/9/08 1. Elect 11 directors: Issuer Yes For For
1. P. Camus,
2. J.S. Gorelick,
3. A. Gould,
4. T. Isaac,
5. N. Kudryavtsev,
6. A. Lajous,
7. M.E. Marks,
8. D. Primat,
9. L.R. Reif,
10. T.I. Sanvold,
11. N. Seydoux and
12. LG. Stuntz
2. Adopt and approve Issuer Yes For For
financials and dividends
3. Approve the adoption of the Issuer Yes For For
Schlumberger 2008 Stock
Incentive Plan
4. Approve the appointment of Issuer Yes For For
PricewaterhouseCoopers LLP as
the independent registered
public accounting firm to
audit the accounts of the
Company for 2008
Southern Copper
Corporation PCU 84265V105 5/28/08 1. Elect 14 directors: Issuer Yes For For
1. G. Larrea Mota-Velasco,
2. Oscar Gonzalez Rocha,
3. Emilio Carrillo Gamboa,
4. Alfredo Casa Perez,
5. A. De La Parra Zavala,
6. X. G. De Quevedo Topete,
7. Harold S. Handelsman,
8. G. Larrea Mota-Velasco,
9. D. Muniz Quintanilla,
10. Armando Ortega Gomez,
11. L. M. Palomino Bonilla,
12. G. P. Cifuentes,
13. Juan Rebolledo Gout and
14. Carolos Ruiz Sacristan
2. Approve an amendment to the Issuer Yes For For
Amended and Restated
Certificate of Incorporation,
as amended , to increase the
number of shares of common
stock which are authorized to
be issued from 320,000,000
shares to 2,000,000,000 shares
3. Ratify the Audit Issuer Yes For For
Committee's selection of
PricewaterhouseCoopers S.C. as
independent accountants for
2008
United Steel Corporation X 912909108 4/29/08 1. Elect four directors: Issuer Yes For For
1. Richard A. Gephardt,
2. Glenda G. McNeal
3. Patricia A. Tracey and
4. Graham B. Spanier
2. Elect PricewaterhouseCoopers Issuer Yes For For
LLP as independent registered
public accounting firm
Weatherford International
Ltd. WFT G95089101 6/2/08 1. Elect seven directors: Issuer Yes For For
A. Nicholas F. Brady,
B. William E. Macaulay,
C. David J. Butters,
D. Robert B. Millard,
E. Bernard J. Duroc-Danner,
F. Robert K. Moses, Jr. and
G. Robert A. Rayne
2. Approve appointment of Issuer Yes For For
Ernst & Young LLP as
independent auditors for the
year ending December 31, 2008,
and authorization of the Audit
Committee of the Board of
Directors to set Ernst &
Young's LLP's remuneration
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) CGM TRUST
-----------------------------------------------------------------
By (Signature and Title)* /s/ Robert L. Kemp
--------------------------------------------------
Robert L. Kemp, President
Date 9/19/08
-----------------------------------------------------------------------
* Print the name and title of each signing officer under his or her signature.