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 811-07326
Gabelli Investor Funds, Inc.
(Exact name of registrant as specified in charter)
One Corporate Center
Rye, New York 10580-1422
(Address of principal executive offices) (Zip code)
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422
(Name and address of agent for service)
Registrant's telephone number, including area code: 1-800-422-3554
Date of fiscal year end: December 31
Date of reporting period: July 1, 2011 - June 30, 2012
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (Sections 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC
20549. The OMB has reviewed this collection of information under the clearance
requirements of 44 U.S.C. Section 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2011 TO JUNE 30, 2012
INVESTMENT COMPANY REPORT
K SEA TRANSPORTATION PARTNERS LP
SECURITY 48268Y101 MEETING TYPE Special
TICKER SYMBOL KSP MEETING DATE 01-Jul-2011
ISIN US48268Y1010 AGENDA 933472829 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 APPROVAL OF AGREEMENT & PLAN OF Management For For
MERGER DATED MARCH 13, 2011, AS SUCH
AGREEMENT MAY BE AMENDED FROM TIME
TO TIME, BY & AMONG K-SEA, K-SEA
GENERAL PARTNER L.P., K-SEA GENERAL
PARTNER GP LLC, K-SEA IDR HOLDINGS
LLC, KIRBY CORPORATION, KSP HOLDING
SUB, LLC, KSP LP SUB, LLC, & KSP MERGER
SUB, LLC, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
02 THE PROPOSAL TO APPROVE THE Management For For
AMENDED AND RESTATED K-SEA
TRANSPORTATION PARTNERS L.P. LONG-
TERM INCENTIVE PLAN, INCLUDING AN
INCREASE IN THE NUMBER OF COMMON
UNITS OF K-SEA AUTHORIZED FOR
ISSUANCE THEREUNDER FROM 440,000
COMMON UNITS TO 940,000 COMMON
UNITS.
03 THE PROPOSAL TO APPROVE, ON AN Management Abstain Against
ADVISORY BASIS, THE COMPENSATION TO
BE RECEIVED BY K-SEA GENERAL PARTNER
GP LLC EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
ASCENT CAPITAL GROUP, INC.
SECURITY 043632108 MEETING TYPE Annual
TICKER SYMBOL ASCMA MEETING DATE 11-Jul-2011
ISIN US0436321089 AGENDA 933461472 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 WILLIAM R. FITZGERALD For For
2 MICHAEL J. POHL For For
02 PROPOSAL TO RATIFY THE SELECTION OF Management For For
KPMG LLP AS OUR INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2011.
03 THE SAY-ON-PAY PROPOSAL, TO APPROVE Management Abstain Against
THE ADVISORY RESOLUTION ON THE
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
04 THE SAY-ON FREQUENCY PROPOSAL, TO Management Abstain Against
APPROVE THE FREQUENCY WITH WHICH
STOCKHOLDERS ARE PROVIDED AN
ADVISORY VOTE ON THE COMPENSATION
OF NAMED EXECUTIVE OFFICERS.
SAVVIS INC.
SECURITY 805423308 MEETING TYPE Special
TICKER SYMBOL SVVS MEETING DATE 13-Jul-2011
ISIN US8054233080 AGENDA 933481044 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF APRIL
26, 2011, AMONG CENTURYLINK, INC., MIMI
ACQUISITION COMPANY, A WHOLLY OWNED
SUBSIDIARY OF CENTURYLINK, AND SAVVIS,
INC., AS SUCH AGREEMENT MAY BE
AMENDED FROM TIME TO TIME (THE
"MERGER AGREEMENT").
02 PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF
THE SPECIAL MEETING TO ADOPT THE
MERGER AGREEMENT.
03 PROPOSAL TO APPROVE, THE ADVISORY Management Abstain Against
(NON-BINDING) RESOLUTION ON
COMPENSATION TO BE PAID TO NAMED
EXECUTIVE OFFICERS THAT IS BASED ON
OR OTHERWISE RELATES TO THE MERGER.
CEPHALON, INC.
SECURITY 156708109 MEETING TYPE Special
TICKER SYMBOL CEPH MEETING DATE 14-Jul-2011
ISIN US1567081096 AGENDA 933482072 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER BY AND AMONG
CEPHALON, INC., TEVA PHARMACEUTICAL
INDUSTRIES LTD. AND COPPER
ACQUISITION CORP. AS IT MAY BE
AMENDED FROM TIME TO TIME.
02 PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING TO A LATER DATE TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES TO APPROVE
PROPOSAL NUMBER 1 AT THE TIME OF THE
SPECIAL MEETING.
03 NON-BINDING PROPOSAL TO APPROVE Management Abstain Against
CERTAIN COMPENSATION ARRANGEMENTS
FOR CEPHALON, INC.'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER CONTEMPLATED IN THE
AGREEMENT AND PLAN OF MERGER BY AND
AMONG CEPHALON, INC., TEVA
PHARMACEUTICAL INDUSTRIES LTD. AND
COPPER ACQUISITION CORP. AS IT MAY BE
AMENDED FROM TIME TO TIME.
SRA INTERNATIONAL, INC.
SECURITY 78464R105 MEETING TYPE Special
TICKER SYMBOL SRX MEETING DATE 15-Jul-2011
ISIN US78464R1059 AGENDA 933482060 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF
MARCH 31, 2011, BY AND AMONG SRA
INTERNATIONAL, INC., STERLING PARENT
INC. AND STERLING MERGER INC.,
PROVIDING FOR, AMONG OTHER THINGS,
THE MERGER OF STERLING MERGER INC.
WITH AND INTO SRA INTERNATIONAL, INC.
WITH SRA INTERNATIONAL, INC. AS THE
SURVIVING CORPORATION.
02 PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF
THE SPECIAL MEETING TO ADOPT THE
MERGER AGREEMENT.
REMY COINTREAU SA, COGNAC
SECURITY F7725A100 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 26-Jul-2011
ISIN FR0000130395 AGENDA 703185947 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE IN THE FRENCH MARKET Non-Voting
THAT THE ONLY VALID VOTE OPTIONS ARE
"FOR"-AND "AGAINST" A VOTE OF "ABSTAIN"
WILL BE TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, Non-Voting
sign and forward the Proxy Card-directly to the
sub custodian. Please contact your Client
Service-Representative to obtain the necessary
card, account details and directions.-The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting-instructions will be
forwarded to the Global Custodians that have
become-Registered Intermediaries, on the Vote
Deadline Date. In capacity as-Registered
Intermediary, the Global Custodian will sign the
Proxy Card and-forward to the local custodian. If
you are unsure whether your Global-Custodian
acts as Registered Intermediary, please contact
your representative
CMMT PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS
AVAILABLE BY-CLICKING ON THE MATERIAL
URL LINKS:-https://balo.journal-
officiel.gouv.fr/pdf/2011/0617/201106171103784.
pdf AND h-ttps://balo.journal-
officiel.gouv.fr/pdf/2011/0701/201107011104307.
pdf AND htt-ps://balo.journal-
officiel.gouv.fr/pdf/2011/0704/201107041104379.
pdf
O.1 Approval of corporate financial statements for the Management For For
financial year 2010/2011
O.2 Approval of consolidated financial statements for Management For For
the financial year 2010/2011
O.3 Allocation of income and setting the dividend Management For For
O.4 Distribution of an exceptional dividend Management For For
O.5 Approval of Agreements pursuant to Article L. Management For For
225-38 of the Commercial Code
O.6 Discharge of duties to Board members Management For For
O.7 Renewal of term of Mrs. Dominique Heriard Management For For
Dubreuil as Board member
O.8 Renewal of term of Sir Brian Ivory as Board Management For For
member
O.9 Renewal of term of Mr. Patrick Thomas as Board Management For For
member
O.10 Appointment of Mrs. Caroline Bois as Board Management For For
member
O.11 Appointment of Mrs. Laure Heriard Dubreuil as Management For For
Board member
O.12 Setting attendance allowances Management For For
O.13 Authorization to the Board of Directors to Management For For
purchase and sell shares of the Company
pursuant to Articles L.225-209 et seq. of the
Commercial Code
O.14 Powers to accomplish all legal formalities Management For For
E.15 Authorization to the Board of Directors to reduce Management For For
share capital by cancelling treasury shares of the
Company
E.16 Delegation of authority to the Board of Directors Management For For
to increase the capital of the Company by
incorporation of reserves, profits or premiums
E.17 Delegation to the Board of Directors to carry out Management For For
the issuance of shares or securities providing
access to capital within the limit of 10% of capital,
in consideration for in-kind contributions
E.18 Authorization to the Board of Directors to carry Management For For
out free allocation of shares existing or to be
issued to employees and some corporate officers
E.19 Authorization to the Board of Directors to Management For For
increase share capital by issuing shares reserved
for members of a company savings plan
E.20 Authorization to the Board of Directors in case of Management For For
public offering on shares of the Company
E.21 Authorization to the Board of Directors to deduct Management For For
expenses incurred from capital increases from
premiums relating to these transactions
E.22 Amendment of Article 6.2 of the Statutes Management For For
regarding share capital as a result of legislative
changes
E.23 Amendment of Article 8.2 of the Statutes Management For For
regarding threshold crossings
E.24 Amendment of Article 20 of the Statutes Management For For
regarding Agreements between the Company
and a Board member or the general manager or
a chief operating officer
E.25 Amendment of Article 23 of the Statutes Management For For
regarding General Meetings as a result of
regulatory and legislative changes
E.26 Powers to accomplish all legal formalities Management For For
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO ADDITION OF URL LINK. IF YOU
HAVE A-LREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DEC-IDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
PORTUGAL TELECOM SGPS SA, LISBOA
SECURITY X6769Q104 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 26-Jul-2011
ISIN PTPTC0AM0009 AGENDA 703212237 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE THAT THIS IS AN Non-Voting
AMENDMENT TO MEETING ID 860478 DUE TO
ADDITION OF-RESOLUTION. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND-YOU WILL
NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
CMMT PLEASE NOTE THAT VOTING IN Non-Voting
PORTUGUESE MEETINGS REQUIRES THE
DISCLOSURE OF BENE-FICIAL OWNER
INFORMATION, THROUGH DECLARATIONS
OF PARTICIPATION AND VOTING. BR-
OADRIDGE WILL DISCLOSE THE BENEFICIAL
OWNER INFORMATION FOR YOUR VOTED
ACCOUNT-S. ADDITIONALLY, PORTUGUESE
LAW DOES NOT PERMIT BENEFICIAL
OWNERS TO VOTE INCO-NSISTENTLY
ACROSS THEIR HOLDINGS. OPPOSING
VOTES MAY BE REJECTED SUMMARILY BY-
THE COMPANY HOLDING THIS BALLOT.
PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTA-TIVE FOR FURTHER DETAILS.
CMMT PLEASE NOTE IN THE EVENT THE MEETING Non-Voting
DOES NOT REACH QUORUM, THERE WILL
BE A SE-COND CALL ON 11 AUG 2011.
CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL REMAIN V-ALID FOR
ALL CALLS UNLESS THE AGENDA IS
AMENDED. THANK YOU.
CMMT PLEASE NOTE THAT 500 SHARES EQUALS Non-Voting
TO 1 VOTE. THANK YOU.
1 Decide on the amendment of the following Management For For
articles of association of Portugal telecom, sgps,
sa: article five(5), by the modification of
paragraph 1 and the repeal of paragraph 2,
article fourteen(14), by repealing paragraph 2,
article 19, by repealing paragraph 2 and the
consequent renumbering of paragraph 3, article
21 by changing numbers 3 and 5, article 32, by
repealing paragraph 2 and the consequent
renumbering of paragraph 3, article thirty-fifth
2 To resolve on the amendment to paragraph 2 of Management For For
article 20, which considering the revocation of
paragraph 2 of article 19 is replaced as follows:
the members of the executive committee are
chosen by the board of directors amongst its
members
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO MODIFICATION OF AMENDMENT
COMMENT.-IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM U-NLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
ORITANI FINANCIAL CORP
SECURITY 68633D103 MEETING TYPE Special
TICKER SYMBOL ORIT MEETING DATE 26-Jul-2011
ISIN US68633D1037 AGENDA 933485307 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 APPROVAL OF THE ORITANI FINANCIAL Management Against Against
CORP. 2011 EQUITY INCENTIVE PLAN.
02 APPROVAL OF SUCH OTHER BUSINESS AS Management For For
MAY PROPERLY COME BEFORE THE
SPECIAL MEETING OR ANY ADJOURNMENT
THEREOF.
INTEGRAL SYSTEMS, INC.
SECURITY 45810H107 MEETING TYPE Special
TICKER SYMBOL ISYS MEETING DATE 26-Jul-2011
ISIN US45810H1077 AGENDA 933485319 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO APPROVE THE AGREEMENT & PLAN OF Management For For
MERGER, DATED MAY 15, 2011, BY AND
AMONG KRATOS DEFENSE & SECURITY
SOLUTIONS, INC., INTEGRAL SYSTEMS, INC.,
IRIS MERGER SUB INC., A WHOLLY-OWNED
SUBSIDIARY OF KRATOS DEFENSE &
SECURITY SOLUTIONS, INC., & IRIS
ACQUISITION SUB LLC, AND THE OTHER
TRANSACTIONS CONTEMPLATED THEREBY,
ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
02 ADVISORY (NON-BINDING) VOTE TO Management Abstain Against
APPROVE THE GOLDEN PARACHUTE
COMPENSATION ARRANGEMENTS FOR
INTEGRAL SYSTEMS, INC.'S NAMED
EXECUTIVE OFFICERS.
03 TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING OF STOCKHOLDERS OF
THE COMPANY, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT
VOTES IN FAVOR OF PROPOSAL NO. 1 AT
THE TIME OF THE SPECIAL MEETING OF
STOCKHOLDERS OF THE COMPANY.
NORTHUMBRIAN WTR GROUP PLC
SECURITY G6661T130 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 28-Jul-2011
ISIN GB0033029744 AGENDA 703198350 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 To receive and adopt the audited financial Management For For
statements and the reports of the Directors and
the Auditors for the year ended 3/31/2011
2 To approve the Directors' remuneration report for Management For For
the year ended 31 March 2011
3 To declare a final dividend of 9.57 pence per Management For For
ordinary 10 pence share
4 To elect Paul Rew as a director Management For For
5 To elect Simon Lyster as a director Management For For
6 To re-elect Sir Patrick Brown as a director Management For For
7 To re-elect Margaret Fay as a director Management For For
8 To re-elect Chris Green as a director Management For For
9 To re-elect Heidi Mottram as a director Management For For
10 To re-elect Martin Negre as a director Management For For
11 To re-elect Alex Scott-Barrett as a director Management For For
12 To re-elect Sir Derek Wanless as a director Management For For
13 To re-appoint Ernst and Young LLP as auditors Management For For
14 To authorise the directors to determine the Management For For
auditors' remuneration
15 To authorise political donations Management For For
16 To authorise the directors to allot shares Management For For
17 To authorise the disapplication of pre-emption Management For For
rights
18 To authorise the Company to purchase its own Management For For
shares
19 To authorise notice period for general meetings Management For For
20 To ratify and confirm historic interim dividends Management For For
and authorise the Company to enter into deeds of
release of claims in favour of shareholders and
directors
ELECTRONIC ARTS INC.
SECURITY 285512109 MEETING TYPE Annual
TICKER SYMBOL ERTS MEETING DATE 28-Jul-2011
ISIN US2855121099 AGENDA 933480294 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A ELECTION OF DIRECTOR: LEONARD S. Management For For
COLEMAN
1B ELECTION OF DIRECTOR: JEFFREY T. Management For For
HUBER
1C ELECTION OF DIRECTOR: GERALDINE B. Management For For
LAYBOURNE
1D ELECTION OF DIRECTOR: GREGORY B. Management For For
MAFFEI
1E ELECTION OF DIRECTOR: VIVEK PAUL Management For For
1F ELECTION OF DIRECTOR: LAWRENCE F. Management For For
PROBST III
1G ELECTION OF DIRECTOR: JOHN S. Management For For
RICCITIELLO
1H ELECTION OF DIRECTOR: RICHARD A. Management For For
SIMONSON
1I ELECTION OF DIRECTOR: LINDA J. SRERE Management For For
1J ELECTION OF DIRECTOR: LUIS A. UBINAS Management For For
02 APPROVE AN AMENDMENT TO THE 2000 Management Against Against
EQUITY INCENTIVE PLAN.
03 APPROVE AN AMENDMENT TO THE 2000 Management For For
EMPLOYEE STOCK PURCHASE PLAN.
04 ADVISORY VOTE ON THE COMPENSATION Management Abstain Against
OF THE NAMED EXECUTIVE OFFICERS.
05 ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
HOLDING FUTURE ADVISORY VOTES ON
THE COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS.
06 RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS INDEPENDENT AUDITORS FOR
FISCAL YEAR 2012.
THE FORZANI GROUP LTD.
SECURITY 349907105 MEETING TYPE Annual
TICKER SYMBOL FRZNF MEETING DATE 29-Jul-2011
ISIN CA3499071056 AGENDA 933487084 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO REAPPOINT ERNST & YOUNG LLP, Management For For
CHARTERED ACCOUNTANTS, AS AUDITORS
OF THE CORPORATION FOR THE ENSUING
YEAR AND AUTHORIZING THE DIRECTORS
TO FIX THEIR REMUNERATION AS SUCH.
02 TO SET THE NUMBER OF DIRECTORS TO BE Management For For
ELECTED AT THE MEETING AT NINE (9).
03 DIRECTOR Management
1 ALBRECHT W.A. BELLSTEDT For For
2 ROMAN DORONIUK For For
3 HENRI DROUIN For For
4 JOHN M. FORZANI For For
5 DONALD E. GASS For For
6 JAY A.J. PETERS For For
7 ROBERT SARTOR For For
8 ERIC SCHWITZER For For
9 PAUL S. WALTERS For For
04 TO APPROVE A RESOLUTION DESCRIBED IN Management Against Against
SCHEDULE "B" TO THE CORPORATION'S
INFORMATION CIRCULAR DATED JUNE 24,
2011 RATIFYING THE CONTINUED
EXISTENCE OF THE CORPORATION'S
SHAREHOLDER RIGHTS PLAN AGREEMENT
DATED JUNE 11, 2008.
CELLESTIS LTD
SECURITY Q2156Q102 MEETING TYPE Scheme Meeting
TICKER SYMBOL MEETING DATE 03-Aug-2011
ISIN AU000000CST1 AGENDA 703185012 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 That pursuant to and in accordance with section Management For For
411 of the Corporations Act, the Scheme of
Arrangement (the terms of which are described in
this Scheme Booklet of which the notice
convening this meeting forms part) is agreed to
(with or without any modification as approved by
the Supreme Court of Victoria)
CMMT QIAGEN, QIAGEN AUSTRALIA AND EACH Non-Voting
QIAGEN GROUP MEMBER ARE EXCLUDED
SHAREHOLDER-S IN THAT EACH OF THEM IS
EXCLUDED FROM VOTING ANY CELLESTIS
SHARES HELD AT TH-E SCHEME MEETING.
THANK YOU.
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO RECEIPT OF ADDITIONAL COMMENT
AND D-UE TO CHANGE IN MEETING DATE
FROM 20 JUL 2011 TO 03 AUG 2011. IF YOU
HAVE ALRE-ADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE-TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
GLOBAL CROSSING LIMITED
SECURITY G3921A175 MEETING TYPE Special
TICKER SYMBOL GLBC MEETING DATE 04-Aug-2011
ISIN BMG3921A1751 AGENDA 933484761 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO APPROVE AND ADOPT THE AGREEMENT Management For For
AND PLAN OF AMALGAMATION, DATED
APRIL 10, 2011, BY AND AMONG LEVEL 3
COMMUNICATIONS, INC., APOLLO
AMALGAMATION SUB, LTD., AND GLOBAL
CROSSING, INCLUDING THE BERMUDA
AMALGAMATION AGREEMENT SET FORTH
ON EXHIBIT A THERETO, AND THE
AMALGAMATION CONTEMPLATED THEREBY.
02 TO APPROVE THE ADJOURNMENT OF THE Management For For
GLOBAL CROSSING SPECIAL MEETING, IF
NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT
VOTES TO APPROVE PROPOSAL 1.
03 TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, THE COMPENSATION THAT
MAY BE PAID OR BECOME PAYABLE TO
GLOBAL CROSSING'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
AMALGAMATION, AND THE AGREEMENTS
AND UNDERSTANDINGS PURSUANT TO
WHICH SUCH COMPENSATION MAY BE PAID
OR BECOME PAYABLE.
WUXI PHARMATECH (CAYMAN) INC.
SECURITY 929352102 MEETING TYPE Annual
TICKER SYMBOL WX MEETING DATE 09-Aug-2011
ISIN US9293521020 AGENDA 933489785 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 XIAOZHONG LIU BE AND HEREBY IS RE- Management For Against
ELECTED AS A DIRECTOR FOR A THREE-
YEAR TERM.
02 YING HAN BE AND HEREBY IS RE-ELECTED Management For Against
AS A DIRECTOR FOR A THREE-YEAR TERM.
03 KIAN WEE SEAH BE AND HEREBY IS RE- Management For Against
ELECTED AS A DIRECTOR FOR A THREE-
YEAR TERM.
VARIAN SEMICONDUCTOR EQUIP. ASSOC., INC.
SECURITY 922207105 MEETING TYPE Special
TICKER SYMBOL VSEA MEETING DATE 11-Aug-2011
ISIN US9222071055 AGENDA 933487565 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF MAY
3, 2011, BY & AMONG VARIAN
SEMICONDUCTOR EQUIPMENT
ASSOCIATES, INC., A DELAWARE
CORPORATION, APPLIED MATERIALS, INC., A
DELAWARE CORPORATION, AND
BARCELONA ACQUISITION CORP., A
DELAWARE CORPORATION AND WHOLLY
OWNED SUBSIDIARY OF APPLIED
MATERIALS, INC., AS IT MAY BE AMENDED
FROM TIME TO TIME.
02 PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE,
TO ALLOW FOR THE SOLICITATION OF
ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO ADOPT THE MERGER
AGREEMENT.
03 PROPOSAL TO APPROVE, BY NON-BINDING, Management Abstain Against
ADVISORY VOTE, "GOLDEN PARACHUTE"
COMPENSATION THAT CERTAIN EXECUTIVE
OFFICERS OF VARIAN SEMICONDUCTOR
EQUIPMENT ASSOCIATES, INC. WILL
RECEIVE IN CONNECTION WITH THE
MERGER.
FPIC INSURANCE GROUP, INC.
SECURITY 302563101 MEETING TYPE Special
TICKER SYMBOL FPIC MEETING DATE 12-Aug-2011
ISIN US3025631017 AGENDA 933490497 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 APPROVE & ADOPT AGREEMENT & PLAN OF Management For For
MERGER, DATED MAY 23, 2011 (REFERRED
TO HEREIN AS MERGER AGREEMENT), BY &
AMONG THE DOCTORS COMPANY, A
CALIFORNIA DOMICILED RECIPROCAL
INTER-INSURANCE EXCHANGE (REFERRED
TO HEREIN AS "TDC"), FOUNTAIN
ACQUISITION CORP., A FLORIDA
CORPORATION & A WHOLLY OWNED
SUBSIDIARY OF TDC (REFERRED TO HEREIN
AS "MERGER SUB") AND COMPANY.
02 TO GRANT AUTHORITY TO THE NAMED Management For For
PROXIES TO ADJOURN OR POSTPONE THE
SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL
MEETING TO APPROVE AND ADOPT THE
MERGER AGREEMENT (REFERRED TO
HEREIN AS THE "ADJOURNMENT
PROPOSAL").
03 TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, THE COMPENSATION THAT MAY BE
RECEIVED BY THE COMPANY'S NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER CONTEMPLATED BY THE
MERGER AGREEMENT.
GERBER SCIENTIFIC, INC.
SECURITY 373730100 MEETING TYPE Special
TICKER SYMBOL GRB MEETING DATE 18-Aug-2011
ISIN US3737301008 AGENDA 933493051 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO APPROVE THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF JUNE 10, 2011,
AMONG GERBER SCIENTIFIC, INC., VECTOR
KNIFE HOLDINGS (CAYMAN), LTD. AND
KNIFE MERGER SUB, INC.
02 TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, THE COMPENSATION THAT
MAY BE PAID OR BECOME PAYABLE TO
GERBER'S NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER, AND THE
AGREEMENTS AND UNDERSTANDINGS
PURSUANT TO WHICH SUCH
COMPENSATION MAY BE PAID OR BECOME
PAYABLE.
03 TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL
MEETING TO APPROVE THE MERGER
AGREEMENT.
CONTINUCARE CORPORATION
SECURITY 212172100 MEETING TYPE Special
TICKER SYMBOL CNU MEETING DATE 22-Aug-2011
ISIN US2121721003 AGENDA 933491932 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 A PROPOSAL TO APPROVE THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED
AS OF JUNE 26, 2011, AMONG
METROPOLITAN HEALTH NETWORKS, INC.,
CAB MERGER SUB, INC., AND CONTINUCARE
CORPORATION (THE "MERGER
AGREEMENT"), PURSUANT TO WHICH
CONTINUCARE CORPORATION WILL
BECOME A WHOLLY OWNED SUBSIDIARY OF
METROPOLITAN HEALTH NETWORKS, INC.
02 A PROPOSAL TO APPROVE AN Management For For
ADJOURNMENT OF THE CONTINUCARE
CORPORATION SPECIAL MEETING OF
SHAREHOLDERS, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IN FAVOR OF
THE MERGER AGREEMENT.
PROGRESS ENERGY, INC.
SECURITY 743263105 MEETING TYPE Special
TICKER SYMBOL PGN MEETING DATE 23-Aug-2011
ISIN US7432631056 AGENDA 933488682 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO APPROVE THE PLAN OF MERGER Management For For
CONTAINED IN THE AGREEMENT AND PLAN
OF MERGER, DATED AS OF JANUARY 8,
2011, BY AND AMONG DUKE ENERGY
CORPORATION, DIAMOND ACQUISITION
CORPORATION AND PROGRESS ENERGY,
INC., AS IT MAY BE AMENDED FROM TIME TO
TIME, AND THE MERGER DESCRIBED
THEREIN.
02 TO ADJOURN THE PROGRESS ENERGY, INC. Management For For
SPECIAL MEETING OF SHAREHOLDERS, IF
NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL
MEETING TO APPROVE THE MERGER
PROPOSAL.
AIRGAS, INC.
SECURITY 009363102 MEETING TYPE Annual
TICKER SYMBOL ARG MEETING DATE 29-Aug-2011
ISIN US0093631028 AGENDA 933490930 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 PETER MCCAUSLAND For For
2 LEE M. THOMAS For For
3 JOHN C. VAN RODEN, JR. For For
4 ELLEN C. WOLF For For
02 RATIFY THE SELECTION OF KPMG LLP AS Management For For
THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
03 ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
04 ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
OPTIONSXPRESS HOLDINGS, INC.
SECURITY 684010101 MEETING TYPE Special
TICKER SYMBOL OXPS MEETING DATE 30-Aug-2011
ISIN US6840101017 AGENDA 933493429 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 APPROVAL AND ADOPTION OF THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED
AS OF MARCH 18, 2011, BY AND AMONG
OPTIONSXPRESS HOLDINGS, INC., THE
CHARLES SCHWAB CORPORATION AND
NEON ACQUISITION CORP. AND THE
MERGER CONTEMPLATED THEREBY, AS IT
MAY BE AMENDED FROM TIME TO TIME.
02 APPROVAL OF THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT
VOTES PROPERLY CAST AT THE TIME OF
THE MEETING TO APPROVE AND ADOPT
THE AGREEMENT AND PLAN OF MERGER.
LIBERTY MEDIA CORPORATION
SECURITY 53071M302 MEETING TYPE Annual
TICKER SYMBOL LCAPA MEETING DATE 07-Sep-2011
ISIN US53071M3025 AGENDA 933492100 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 EVAN D. MALONE For For
2 DAVID E. RAPLEY For For
3 LARRY E. ROMRELL For For
02 THE SAY-ON-PAY PROPOSAL, TO APPROVE, Management Abstain Against
ON AN ADVISORY BASIS, THE
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
03 THE SAY-ON-FREQUENCY PROPOSAL, TO Management Abstain Against
APPROVE, ON AN ADVISORY BASIS, THE
FREQUENCY AT WHICH STOCKHOLDERS
ARE PROVIDED AN ADVISORY VOTE ON THE
COMPENSATION OF NAMED EXECUTIVE
OFFICERS.
04 A PROPOSAL TO ADOPT THE LIBERTY Management Against Against
MEDIA CORPORATION 2011 NONEMPLOYEE
DIRECTOR INCENTIVE PLAN.
05 A PROPOSAL TO AMEND THE RESTATED Management For For
CERTIFICATE OF INCORPORATION OF
LIBERTY MEDIA CORPORATION TO CHANGE
ITS NAME TO LIBERTY INTERACTIVE
CORPORATION.
06 A PROPOSAL TO RATIFY THE SELECTION OF Management For For
KPMG LLP AS OUR INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2011.
BJ'S WHOLESALE CLUB, INC.
SECURITY 05548J106 MEETING TYPE Special
TICKER SYMBOL BJ MEETING DATE 09-Sep-2011
ISIN US05548J1060 AGENDA 933495815 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO ADOPT THE MERGER AGREEMENT, Management For For
DATED AS OF JUNE 28, 2011, AS IT MAY BE
AMENDED FROM TIME TO TIME, BY AND
AMONG BJ'S WHOLESALE CLUB, INC.,
BEACON HOLDING INC. AND BEACON
MERGER SUB INC.
02 TO APPROVE, ON A NONBINDING ADVISORY Management Abstain Against
BASIS, THE "GOLDEN PARACHUTE"
COMPENSATION THAT MAY BE PAYABLE TO
THE COMPANY'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER.
03 TO APPROVE ONE OR MORE Management For For
ADJOURNMENTS OF THE SPECIAL MEETING,
IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES TO APPROVE
THE PROPOSAL TO ADOPT THE MERGER
AGREEMENT.
H&R BLOCK, INC.
SECURITY 093671105 MEETING TYPE Annual
TICKER SYMBOL HRB MEETING DATE 14-Sep-2011
ISIN US0936711052 AGENDA 933494320 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A ELECTION OF DIRECTOR: PAUL J. BROWN Management For For
1B ELECTION OF DIRECTOR: WILLIAM C. COBB Management For For
1C ELECTION OF DIRECTOR: MARVIN R. Management For For
ELLISON
1D ELECTION OF DIRECTOR: ROBERT A. Management For For
GERARD
1E ELECTION OF DIRECTOR: DAVID B. LEWIS Management For For
IF ELECTION OF DIRECTOR: VICTORIA J. REICH Management For For
IG ELECTION OF DIRECTOR: BRUCE C. ROHDE Management For For
1H ELECTION OF DIRECTOR: TOM D. SEIP Management For For
1I ELECTION OF DIRECTOR: CHRISTIANNA Management For For
WOOD
IJ ELECTION OF DIRECTOR: JAMES F. WRIGHT Management For For
02 THE APPROVAL OF AN ADVISORY Management Abstain Against
PROPOSAL ON THE COMPANY'S EXECUTIVE
COMPENSATION.
03 THE APPROVAL OF AN ADVISORY VOTE ON Management Abstain Against
THE FREQUENCY OF FUTURE ADVISORY
VOTES ON THE COMPANY'S EXECUTIVE
COMPENSATION.
04 THE APPROVAL OF AN AMENDMENT TO THE Management For For
2008 DEFERRED STOCK UNIT PLAN FOR
OUTSIDE DIRECTORS.
05 THE APPROVAL OF THE MATERIAL TERMS Management For For
OF PERFORMANCE GOALS FOR
PERFORMANCE SHARES ISSUED.
06 RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE
INDEPENDENT ACCOUNTANTS FOR FISCAL
YEAR ENDING APRIL 30, 2012.
CASEY'S GENERAL STORES, INC.
SECURITY 147528103 MEETING TYPE Annual
TICKER SYMBOL CASY MEETING DATE 16-Sep-2011
ISIN US1475281036 AGENDA 933495269 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 ROBERT J. MYERS For For
2 DIANE C. BRIDGEWATER For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS THE INDEPENDENT AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING
APRIL 30, 2012.
03 TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
04 TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
FREQUENCY OF FUTURE ADVISORY VOTES
ON COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
BLACKBOARD INC.
SECURITY 091935502 MEETING TYPE Special
TICKER SYMBOL BBBB MEETING DATE 16-Sep-2011
ISIN US0919355026 AGENDA 933496057 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JUNE 30, 2011, AS IT
MAY BE AMENDED FROM TIME TO TIME, BY
AND AMONG BULLDOG HOLDINGS, LLC, A
DELAWARE LIMITED LIABILITY COMPANY,
BULLDOG ACQUISITION SUB, INC., A
DELAWARE CORPORATION AND A WHOLLY
OWNED SUBSIDIARY OF BULLDOG
HOLDINGS, LLC, AND BLACKBOARD INC., A
DELAWARE CORPORATION.
02 TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL
MEETING TO ADOPT THE MERGER
AGREEMENT.
03 TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, THE "GOLDEN PARACHUTE"
COMPENSATION PAYABLE UNDER EXISTING
AGREEMENTS WITH THE COMPANY THAT
CERTAIN EXECUTIVE OFFICERS OF THE
COMPANY WILL OR MAY RECEIVE IN
CONNECTION WITH THE MERGER.
NORTHUMBRIAN WTR GROUP PLC
SECURITY G6661T130 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 19-Sep-2011
ISIN GB0033029744 AGENDA 703308254 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A Non-Voting
VALID VOTE OPTION FOR THIS MEETING
TYPE.-PLEASE CHOOSE BETWEEN "FOR"
AND "AGAINST" ONLY. SHOULD YOU
CHOOSE TO VOTE-ABSTAIN FOR THIS
MEETING THEN YOUR VOTE WILL BE
DISREGARDED BY THE ISSUER OR-ISSUERS
AGENT.
1 To approve the proposed Scheme of Management For For
Arrangement referred to in the Notice convening
the Court Meeting
NORTHUMBRIAN WTR GROUP PLC
SECURITY G6661T130 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 19-Sep-2011
ISIN GB0033029744 AGENDA 703308521 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 For the purpose of giving effect to the proposed Management For For
Scheme of Arrangement (the "Scheme") referred
to in the Notice convening the General Meeting in
its original form or with or subject to any
modification, addition or condition approved or
imposed by the Court: (a) the directors of the
Company be authorised to take all such action as
they may consider necessary or appropriate for
carrying the Scheme Into effect; (b) the share
capital of the Company be reduced by cancelling
all of the Scheme Shares (as defined in the
Scheme); (c) subject to and forthwith upon the
reduction of share capital referred to in paragraph
(b) above taking effect: (I) the application of the
reserve arising following the reduction in share
capital be applied in paying up the new ordinary
shares to be allotted and Issued to UK Water
(2011) Limited CONTD
CONT CONTD (and/or Its nominee); and (II) authority Non-Voting
be given to the directors-under section 551 of the
Companies Act 2006 to allot and issue ordinary-
shares for the purposes of implementing the
Scheme
MICRO FOCUS INTERNATIONAL PLC, NEWBURY
SECURITY G6117L103 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 22-Sep-2011
ISIN GB00B079W581 AGENDA 703230413 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 That the Company's annual accounts for the Management For For
financial year ended 30 April 2011 together with
the report of the directors of the Company (the
'Directors') and the auditor's report on the annual
accounts be received and adopted
2 That a final dividend for the year ended 30 April Management For For
2011 of 16.2 cents per ordinary share be
declared
3 That the Directors' remuneration report for the Management For For
year ended 30 April 2011 be approved
4 That Kevin Loosemore, who retires voluntarily by Management For For
rotation and offers himself for re-election in
accordance with the Company's articles of
association, be re-elected as a Director
5 That Mike Phillips, who retires voluntarily by Management For For
rotation and offers himself for re-election in
accordance with the Company's articles of
association, be re-elected as a Director
6 That David Maloney, who retires voluntarily by Management For For
rotation and offers himself for re-election in
accordance with the Company's articles of
association, be re-elected as a Director
7 That Tom Skelton, who retires voluntarily by Management For For
rotation and offers himself for re-election in
accordance with the Company's articles of
association, be re-elected as a Director
8 That Paul Pester, who retires voluntarily by Management For For
rotation and offers himself for re-election in
accordance with the Company's articles of
association, be re-elected as a Director
9 That Karen Slatford, who retires voluntarily by Management For For
rotation and offers herself for re-election in
accordance with the Company's articles of
association, be re-elected as a Director
10 That PricewaterhouseCoopers LLP be re- Management For For
appointed as auditors of the Company to hold
office until the conclusion of the next annual
general meeting of the Company before which
audited financial statements of the Company are
laid
11 That the Directors be authorised to determine the Management For For
remuneration of the Company's auditors
12 That the Directors be and are hereby generally Management For For
and unconditionally authorised in accordance
with section 551 of the Companies Act 2006 (the
'Act') to allot Relevant Securities (as defined in
the notes to this resolution): up to an aggregate
nominal amount of GBP 6,591,542; and
comprising equity securities (within the meaning
of section 560 of the Act) up to an aggregate
nominal amount of GBP 13,183,085 (after
deducting from such limit the aggregate nominal
amount of any Relevant Securities allotted under
sub-paragraph (a) above) in connection with an
offer by way of rights issue to holders of Ordinary
Shares of 10 pence each in the capital of the
Company ('Ordinary Shares') in proportion (as
nearly as may be practicable) to their existing
holdings and to holders of other equity securities
as required by the rights of CONTD
CONT CONTD those securities or, as the Directors Non-Voting
otherwise consider necessary, but-subject to
such exclusions or other arrangements as the
Directors may deem-necessary or expedient in
relation to treasury shares, fractional-
entitlements, record dates, legal or practical
problems in or under the laws-of any territory or
the requirements of any regulatory body or stock-
exchange, and such authority shall expire on the
date of the annual general-meeting of the
Company to be held in 2012 or, if earlier, 1
November 2012,-but so that the Company may,
in each case, before such expiry make an offer-or
agreement which would or might require
Relevant Securities to be allotted-after such
expiry and the Directors may allot Relevant
Securities in-pursuance of any such offer or
agreement as if the power conferred hereby had-
not expired. CONTD
CONT CONTD This authority shall be in substitution for Non-Voting
any previous authorities-granted in this regard by
the Company, but without prejudice to any
allotment-of Relevant Securities or grant of rights
already made, offered or agreed to-be made
pursuant to such authorities
13 That, subject to the passing of resolution 12 in Management For For
the Notice of Annual General Meeting, the
Directors be and are hereby empowered
pursuant to section 570 of the Act to allot equity
securities (within the meaning of section 560 of
the Act) of the Company for cash pursuant to the
general authority conferred by resolution 12
above as if section 561(1) of the Act did not apply
to any such allotment and to sell equity securities
(within the meaning of section 560 of that Act) if,
immediately before the sale, such shares are
held by the Company as treasury shares for cash
as if section 561(1) of that Act did not apply to
such sale, provided that this power shall be
limited to the allotment of equity securities and
the sale of treasury shares: (a) in connection with
an offer of such securities (but in the case of the
authority CONTD
CONT CONTD granted under sub-paragraph (b) of Non-Voting
resolution 12, by way of a rights-issue only) to
holders of Ordinary Shares in proportion (as
nearly as may be-practicable) to their respective
holdings of such shares and to holders of-other
equity securities, as required by the rights of
those securities or, as-the Directors otherwise
consider necessary, but subject to such
exclusions or-other arrangements as the
Directors may deem necessary or expedient in-
relation to treasury shares, fractional
entitlements, record dates or any-legal or
practical problems in or under the laws of any
territory, or the-requirements of any regulatory
body or stock exchange; and (b) (other than-
pursuant to sub-paragraph 13(a) above) up to an
aggregate nominal amount of-GBP 988,731; and
such power shall expire on the date of the annual
general-CONTD
CONT CONTD meeting of the Company to be held in Non-Voting
2012 or, if earlier, 1 November-2012 but so that
the Company may before such expiry make an
offer or-agreement which would or might require
equity securities to be allotted or-treasury shares
to be sold (as the case may be) after such expiry
and the-Directors may allot equity securities in
pursuance of such offer or agreement-as if the
power conferred hereby had not expired. This
resolution revokes and-replaces all unexercised
powers previously granted to the Directors to
allot-equity securities as if section 561(1) of the
Act did not apply but without-prejudice to any
allotment of equity securities already made or
agreed to be-made pursuant to such authorities
14 That, subject to, and in accordance with the Management For For
Company's articles of association, the Company
be and is hereby generally and unconditionally
authorised for the purposes of section 701 of the
Act to make market purchases (as defined by
section 693(4) of the Act) of Ordinary Shares
provided that: (a) the maximum aggregate
number of Ordinary Shares authorised to be
purchased is 29,642,168 Ordinary Shares; (b) the
minimum price which shall be paid for the
Ordinary Shares is 10 pence for each Ordinary
Share; (c) the maximum price which may be paid
for each Ordinary Share is an amount equal to
the higher of (i) 105 per cent of the average of
the middle market quotations for an Ordinary
Share as derived from the London Stock
Exchange Daily Official List for the five business
days immediately preceding the day on which the
CONTD
CONT CONTD Company agrees to buy the shares Non-Voting
concerned; and (ii) the higher of the-price of the
last independent trade of any Ordinary Share and
the highest-current bid for an Ordinary Share as
stipulated by Article 5(1) of Commission-
Regulation (EC) 22 December 2003
implementing the Market Abuse Directive as-
regards exemptions for buyback programmes
and stabilisation of financial-instruments
(2273/2003); (d) unless previously renewed,
varied or revoked,-the authority hereby conferred
shall expire at the conclusion of the annual-
general meeting of the Company to be held in
2012 or 1 November 2012-(whichever is the
earlier); and (e) the Company may, before such
expiry, make-a contract to purchase Ordinary
Shares under the authority hereby conferred-
which will or may be executed wholly or partly
after the expiry of such CONTD
CONT CONTD authority, and may make a purchase of Non-Voting
Ordinary Shares in pursuance of-such a contract
15 That the Company be and is hereby generally Management For For
and unconditionally authorised to hold general
meetings (other than annual general meetings)
on 14 clear days' notice from the date of the
passing of this resolution and expiring at the
conclusion of the annual general meeting of the
Company to be held in 2012 or 1 November 2012
(whichever is the earlier)
DPL INC.
SECURITY 233293109 MEETING TYPE Annual
TICKER SYMBOL DPL MEETING DATE 23-Sep-2011
ISIN US2332931094 AGENDA 933496146 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 PAUL M. BARBAS For For
2 BARBARA S. GRAHAM For For
3 GLENN E. HARDER For For
02 ADOPTION OF AGREEMENT AND PLAN OF Management For For
MERGER, DATED APRIL 19, 2011, BY AND
AMONG DPL, THE AES CORPORATION AND
DOLPHIN SUB, INC.
03 AN AMENDMENT TO REGULATIONS Management For For
APPROVED BY OUR BOARD THAT REDUCES
PERCENTAGE OF SHAREHOLDER VOTES
NEEDED TO AMEND REGULATIONS.
04 A NON-BINDING ADVISORY RESOLUTION TO Management Abstain Against
APPROVE THE COMPENSATION OF NAMED
EXECUTIVE OFFICERS AS DESCRIBED IN
2011 PROXY STATEMENT.
05 TO RECOMMEND BY NON-BINDING Management Abstain Against
ADVISORY RESOLUTION, THE FREQUENCY
FOR HOLDING NON-BINDING ADVISORY
VOTES ON NAMED EXECUTIVE OFFICER
COMPENSATION.
06 NON-BINDING ADVISORY RESOLUTION TO Management Abstain Against
APPROVE COMPENSATION TO BE RECEIVED
BY NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH MERGER.
07 RE-APPROVAL OF THE MATERIAL TERMS OF Management For For
THE PERFORMANCE GOALS UNDER DPL'S
2006 EQUITY PERFORMANCE AND
INCENTIVE PLAN.
08 RATIFICATION OF KPMG LLP AS Management For For
INDEPENDENT PUBLIC ACCOUNTANT.
09 TO APPROVE THE ADJOURNMENT OF THE Management For For
ANNUAL MEETING TO ANOTHER TIME AND
PLACE, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF
THE ANNUAL MEETING TO ADOPT MERGER
AGREEMENT AND APPROVE MERGER, OR
ACT ON ANY OF THE OTHER PROPOSALS
PRESENTED AT THE MEETING.
TAKE-TWO INTERACTIVE SOFTWARE, INC.
SECURITY 874054109 MEETING TYPE Annual
TICKER SYMBOL TTWO MEETING DATE 26-Sep-2011
ISIN US8740541094 AGENDA 933496867 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 STRAUSS ZELNICK For For
2 ROBERT A. BOWMAN For For
3 SUNGHWAN CHO For For
4 MICHAEL DORNEMANN For For
5 BRETT ICAHN For For
6 J. MOSES For For
7 JAMES L. NELSON For For
8 MICHAEL SHERESKY For For
02 APPROVAL OF THE AMENDMENT TO THE Management Against Against
TAKE-TWO INTERACTIVE SOFTWARE, INC.
2009 STOCK INCENTIVE PLAN.
03 APPROVAL OF THE MANAGEMENT Management Against Against
AGREEMENT, DATED AS OF MAY 20, 2011,
BY AND BETWEEN ZELNICK MEDIA
CORPORATION AND TAKE-TWO
INTERACTIVE SOFTWARE, INC.
04 ADVISORY VOTE TO APPROVE THE Management Abstain Against
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS.
05 ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
HOLDING FUTURE ADVISORY VOTES TO
APPROVE THE COMPENSATION OF THE
NAMED EXECUTIVE OFFICERS.
06 RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING MARCH 31,
2012.
CENTRAL VERMONT PUBLIC SERVICE CORP.
SECURITY 155771108 MEETING TYPE Special
TICKER SYMBOL CV MEETING DATE 29-Sep-2011
ISIN US1557711082 AGENDA 933503179 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 APPROVE AGREEMENT & PLAN OF MERGER, Management For For
DATED AS OF JULY 11, 2011, BY AND AMONG
GAZ METRO LIMITED PARTNERSHIP., A
QUEBEC LIMITED PARTNERSHIP, DANAUS
VERMONT CORP., A VERMONT
CORPORATION AND INDIRECT WHOLLY-
OWNED SUBSIDIARY OF GAZ METRO
LIMITED PARTNERSHIP & CENTRAL
VERMONT PUBLIC SERVICE CORPORATION,
ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
02 GRANT TO PROXY HOLDERS THE Management For For
AUTHORITY TO VOTE IN THEIR DISCRETION
WITH RESPECT TO APPROVAL OF ANY
PROPOSAL TO POSTPONE OR ADJOURN
THE SPECIAL MEETING TO A LATER DATE
FOR A REASONABLE BUSINESS PURPOSE,
INCLUDING TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF THE APPROVAL OF
THE AGREEMENT AND PLAN OF MERGER IF
THERE ARE NOT SUFFICIENT VOTES FOR
APPROVAL OF THE SPECIAL MEETING.
03 THE PROPOSAL TO APPROVE, BY A NON- Management Abstain Against
BINDING ADVISORY VOTE, THE CHANGE IN
CONTROL PAYMENTS RELATED TO THE
MERGER AND PAYABLE TO THE NAMED
EXECUTIVE OFFICERS.
AMERON INTERNATIONAL CORPORATION
SECURITY 030710107 MEETING TYPE Special
TICKER SYMBOL AMN MEETING DATE 05-Oct-2011
ISIN US0307101073 AGENDA 933506543 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 PROPOSAL TO APPROVE AND ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED
AS OF JULY 1, 2011, BY AND AMONG
NATIONAL OILWELL VARCO, INC., NOV SUB
A, INC. AND AMERON INTERNATIONAL.
02 PROPOSAL TO APPROVE ADJOURNMENTS Management For For
OF THE SPECIAL MEETING, IF DETERMINED
NECESSARY OR APPROPRIATE BY AMERON
INTERNATIONAL CORPORATION, TO PERMIT
FURTHER SOLICITATION OF PROXIES IF
THERE ARE NOT SUFFICIENT VOTES AT THE
TIME OF THE SPECIAL MEETING, OR AT ANY
ADJOURNMENT OR POSTPONEMENT OF
THAT MEETING, TO APPROVE AND ADOPT
THE MERGER AGREEMENT.
03 NON-BINDING PROPOSAL TO APPROVE Management Abstain Against
CERTAIN COMPENSATION ARRANGEMENTS
FOR AMERON INTERNATIONAL
CORPORATION'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER CONTEMPLATED BY THE MERGER
AGREEMENT.
AKER DRILLING ASA, OSLO
SECURITY R01667105 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 06-Oct-2011
ISIN NO0010287006 AGENDA 703338776 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT IMPORTANT MARKET PROCESSING Non-Voting
REQUIREMENT: A BENEFICIAL OWNER
SIGNED POWER OF-ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING-INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO-BE
REJECTED. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE-
REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL
VOTED-ACCOUNTS. IF AN ACCOUNT HAS
MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO-PROVIDE THE BREAKDOWN OF
EACH BENEFICIAL OWNER NAME, ADDRESS
AND SHARE-POSITION TO YOUR CLIENT
SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED-IN ORDER FOR
YOUR VOTE TO BE LODGED
CMMT SHARES HELD IN AN OMNIBUS/NOMINEE Non-Voting
ACCOUNT NEED TO BE RE-REGISTERED IN
THE-BENEFICIAL OWNERS NAME TO BE
ALLOWED TO VOTE AT MEETINGS. SHARES
WILL BE-TEMPORARILY TRANSFERRED TO A
SEPARATE ACCOUNT IN THE BENEFICIAL
OWNER'S NAME-ON THE PROXY DEADLINE
AND TRANSFERRED BACK TO THE
OMNIBUS/NOMINEE ACCOUNT THE-DAY
AFTER THE MEETING.
1 Opening of the extraordinary general meeting Management No Action
and election of a person to co-sign the meeting
minutes along with the meeting chairman
2.1 Election of new board of directors Management No Action
2.2 Remuneration to the resigning board of directors Management No Action
and members of the Nomination committee
2.3 Proposal for delisting of the company's share Management No Action
from Oslo Stock Exchange
2.4 Amendments to the articles of association Management No Action
2.5 Election of new auditor Management No Action
2.6 Withdrawal of the authorization to the board of Management No Action
directors regarding the capital increase granted in
the extraordinary general meeting of 6 May 2011
EXCO RESOURCES, INC.
SECURITY 269279402 MEETING TYPE Annual
TICKER SYMBOL XCO MEETING DATE 06-Oct-2011
ISIN US2692794025 AGENDA 933501290 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 DOUGLAS H. MILLER For For
2 STEPHEN F. SMITH For For
3 JEFFREY D. BENJAMIN For For
4 EARL E. ELLIS For For
5 B. JAMES FORD For For
6 MARK MULHERN For For
7 T. BOONE PICKENS For For
8 JEFFREY S. SEROTA For For
9 ROBERT L. STILLWELL For For
02 ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
03 ADVISORY VOTE TO DETERMINE THE Management Abstain Against
FREQUENCY OF THE ADVISORY VOTES ON
EXECUTIVE COMPENSATION.
04 PROPOSAL TO AMEND THE EXCO Management Against Against
RESOURCES, INC. 2005 LONG-TERM
INCENTIVE PLAN TO INCREASE THE TOTAL
NUMBER OF SHARES OF COMMON STOCK
AUTHORIZED FOR ISSUANCE UNDER SUCH
PLAN BY 5,500,000 SHARES.
05 PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF KPMG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
STRATTEC SECURITY CORPORATION
SECURITY 863111100 MEETING TYPE Annual
TICKER SYMBOL STRT MEETING DATE 11-Oct-2011
ISIN US8631111007 AGENDA 933505248 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 MICHAEL J. KOSS For For
2 DAVID R. ZIMMER For For
02 TO APPROVE THE NON-BINDING ADVISORY Management Abstain Against
PROPOSAL ON EXECUTIVE COMPENSATION.
03 TO APPROVE THE NON-BINDING ADVISORY Management Abstain Against
PROPOSAL ON THE FREQUENCY OF
FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
APAC CUSTOMER SERVICES, INC.
SECURITY 00185E106 MEETING TYPE Special
TICKER SYMBOL APAC MEETING DATE 12-Oct-2011
ISIN US00185E1064 AGENDA 933508307 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF JULY
6, 2011, BY AND AMONG APAC CUSTOMER
SERVICES, INC., OR APAC, BLACKHAWK
ACQUISITION PARENT, LLC, OR PARENT,
AND BLACKHAWK MERGER SUB, INC., A
WHOLLY OWNED SUBSIDIARY OF PARENT,
AS IT MAY BE AMENDED FROM TIME TO
TIME.
02 PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE,
TO ALLOW FOR THE SOLICITATION OF
ADDITIONAL PROXIES IN FAVOR OF THE
PROPOSAL TO ADOPT THE MERGER
AGREEMENT IF THERE ARE INSUFFICIENT
VOTES TO ADOPT THE MERGER
AGREEMENT.
03 PROPOSAL TO APPROVE, BY NON-BINDING, Management Abstain Against
ADVISORY VOTE, CERTAIN COMPENSATION
ARRANGEMENTS FOR APAC'S NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER.
RENAISSANCE LEARNING, INC.
SECURITY 75968L105 MEETING TYPE Special
TICKER SYMBOL RLRN MEETING DATE 17-Oct-2011
ISIN US75968L1052 AGENDA 933507949 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO ADOPT AND APPROVE THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF
AUGUST 15, 2011, AS AMENDED BY
AMENDMENT NO. 1 TO THE AGREE- MENT
AND PLAN OF MERGER DATED AS OF
SEPTEMBER 27, 2011, BY AND AMONG
RAPHAEL HOLDING COMPANY, A DELAWARE
CORPORATION, RAPHAEL ACQUISITION
CORP., A WISCONSIN CORPORATION AND
AN INDIRECT, WHOLLY OWNED SUBSIDIARY
OF RAPHAEL, AND RENAISSANCE LEARNING
INC
02 TO APPROVE, ON A NON BINDING ADVISORY Management Abstain Against
BASIS, THE "GOLDEN PARACHUTE"
COMPENSATION PAYABLE UNDER EXISTING
AGREEMENTS WITH RENAISSANCE THAT
CERTAIN EXECUTIVE OFFICERS OF
RENAISSANCE WILL OR MAY RECEIVE IN
CONNECTION WITH THE MERGER.
ORIGIN ENERGY LTD
SECURITY Q71610101 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 24-Oct-2011
ISIN AU000000ORG5 AGENDA 703349539 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT VOTING EXCLUSIONS APPLY TO THIS Non-Voting
MEETING FOR PROPOSALS 4, 5, 6 AND
VOTES CAST-BY ANY INDIVIDUAL OR
RELATED PARTY WHO BENEFIT FROM THE
PASSING OF THE-PROPOSALS WILL BE
DISREGARDED BY THE COMPANY. HENCE,
IF YOU HAVE OBTAINED-BENEFIT OR
EXPECT TO OBTAIN FUTURE BENEFIT YOU
SHOULD NOT VOTE (OR VOTE-"ABSTAIN")
ON THE RELEVANT PROPOSAL ITEMS. BY
DOING SO, YOU ACKNOWLEDGE THAT-YOU
HAVE OBTAINED BENEFIT OR EXPECT TO
OBTAIN BENEFIT BY THE PASSING OF THE-
RELEVANT PROPOSALS. BY VOTING (FOR
OR AGAINST) ON PROPOSAL (4, 5 AND 6),
YOU-ACKNOWLEDGE THAT YOU HAVE NOT
OBTAINED BENEFIT NEITHER EXPECT TO
OBTAIN-BENEFIT BY THE PASSING OF THE
RELEVANT PROPOSALS AND YOU COMPLY
WITH THE-VOTING EXCLUSION.
2 Re-Election of H Kevin McCann as a Director Management For For
3 Re-Election of Bruce G Beeren as a Director Management For For
4 Adoption of Remuneration Report (Non-binding Management Abstain Against
advisory vote)
5 Grant of long term incentives to Mr Grant A King - Management For For
Managing Director
6 Grant of long term incentives to Ms Karen A Management For For
Moses - Executive Director
FOSTER'S GROUP LIMITED
SECURITY Q3944W187 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Oct-2011
ISIN AU000000FGL6 AGENDA 703342220 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT VOTING EXCLUSIONS APPLY TO THIS Non-Voting
MEETING FOR PROPOSALS 7, 8 AND 9 AND
VOTES CAS-T BY ANY INDIVIDUAL OR
RELATED PARTY WHO BENEFIT FROM THE
PASSING OF THE-PROPOSAL/S WILL BE
DISREGARDED BY THE COMPANY. HENCE,
IF YOU HAVE OBTAINED-BENEFIT OR
EXPECT TO OBTAIN FUTURE BENEFIT YOU
SHOULD NOT VOTE (OR VOTE-"ABSTAIN")
ON THE RELEVANT PROPOSAL ITEMS. BY
DOING SO, YOU ACKNOWLEDGE THA-T YOU
HAVE OBTAINED BENEFIT OR EXPECT TO
OBTAIN BENEFIT BY THE PASSING OF THE-
RELEVANT PROPOSAL/S. BY VOTING (FOR
OR AGAINST) ON PROPOSAL (7, 8 AND 9), Y-
OU ACKNOWLEDGE THAT YOU HAVE NOT
OBTAINED BENEFIT NEITHER EXPECT TO
OBTAIN-BENEFIT BY THE PASSING OF THE
RELEVANT PROPOSAL/S AND YOU COMPLY
WITH TH-E VOTING EXCLUSION.
1 Re-election of Mr P A Clinton as a Director Management For For
2 Election of Ms P J Dwyer as a Director Management For For
3 Election of Ms J Swales as a Director Management For For
4 Re-election of Mr M J Ullmer as a Director Management For For
5 Election of Mr M Wesslink as a Director Management For For
6 Approval of Proportional Takeover Provision Management Against Against
7 Approval of the participation of Mr John Pollaers, Management For For
Chief Executive Officer of the Company, in the
Foster's Long Term Incentive Plan-2011 offer
8 Approval of the participation of Mr John Pollaers, Management For For
Chief Executive Officer of the Company, in the
Foster's Long Term Incentive Plan-2012 offer
9 Adoption of Remuneration Report Management For For
PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO MODIFICATION IN THE COMMENT. IF
YOU-HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS-YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
SEAGATE TECHNOLOGY PLC
SECURITY G7945M107 MEETING TYPE Annual
TICKER SYMBOL STX MEETING DATE 26-Oct-2011
ISIN IE00B58JVZ52 AGENDA 933507177 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A ELECTION OF DIRECTOR: STEPHEN J. Management For For
LUCZO
1B ELECTION OF DIRECTOR: FRANK J. BIONDI, Management For For
JR.
1C ELECTION OF DIRECTOR: MICHAEL R. Management For For
CANNON
1D ELECTION OF DIRECTOR: LYDIA M. Management For For
MARSHALL
1E ELECTION OF DIRECTOR: C.S. PARK Management For For
1F ELECTION OF DIRECTOR: GREGORIO REYES Management For For
1G ELECTION OF DIRECTOR: EDWARD J. Management For For
ZANDER
02 TO APPROVE THE ADOPTION OF THE Management Against Against
SEAGATE TECHNOLOGY PLC 2012 EQUITY
INCENTIVE PLAN.
03 TO DETERMINE THE PRICE RANGE AT Management For For
WHICH THE COMPANY CAN RE-ISSUE
TREASURY SHARES OFF-MARKET.
04 TO AUTHORIZE HOLDING THE 2012 ANNUAL Management For For
GENERAL MEETING OF SHAREHOLDERS OF
THE COMPANY AT A LOCATION OUTSIDE OF
IRELAND.
05 TO HOLD A NON-BINDING ADVISORY VOTE Management Abstain Against
TO APPROVE EXECUTIVE COMPENSATION.
06 TO HOLD A NON-BINDING ADVISORY VOTE Management Abstain Against
ON THE FREQUENCY OF FUTURE ADVISORY
SHAREHOLDER VOTES TO APPROVE
EXECUTIVE COMPENSATION.
07 TO APPOINT ERNST & YOUNG LLP AS THE Management For For
INDEPENDENT AUDITORS OF THE COMPANY
AND TO AUTHORIZE THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS TO SET THE
AUDITORS' REMUNERATION.
SARA LEE CORPORATION
SECURITY 803111103 MEETING TYPE Annual
TICKER SYMBOL SLE MEETING DATE 27-Oct-2011
ISIN US8031111037 AGENDA 933506214 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A ELECTION OF DIRECTOR: CHRISTOPHER B. Management For For
BEGLEY
1B ELECTION OF DIRECTOR: JAN BENNINK Management For For
1C ELECTION OF DIRECTOR: CRANDALL C. Management For For
BOWLES
1D ELECTION OF DIRECTOR: VIRGIS W. Management For For
COLBERT
1E ELECTION OF DIRECTOR: JAMES S. CROWN Management For For
1F ELECTION OF DIRECTOR: LAURETTE T. Management For For
KOELLNER
1G ELECTION OF DIRECTOR: CORNELIS J.A. Management For For
VAN LEDE
1H ELECTION OF DIRECTOR: DR. JOHN Management For For
MCADAM
1I ELECTION OF DIRECTOR: SIR IAN PROSSER Management For For
1J ELECTION OF DIRECTOR: NORMAN R. Management For For
SORENSEN
1K ELECTION OF DIRECTOR: JEFFREY W. Management For For
UBBEN
1L ELECTION OF DIRECTOR: JONATHAN P. Management For For
WARD
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR FISCAL 2012.
03 ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
04 ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
05 VOTE ON A STOCKHOLDER PROPOSAL Shareholder Against For
REQUESTING A REPORT ON POLITICAL
CONTRIBUTIONS.
TGC INDUSTRIES, INC.
SECURITY 872417308 MEETING TYPE Special
TICKER SYMBOL TGE MEETING DATE 27-Oct-2011
ISIN US8724173088 AGENDA 933511431 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 APPROVE AGREEMENT AND PLAN OF Management For For
MERGER, DATED MARCH 20, 2011, BY &
AMONG TGC INDUSTRIES, INC. (TGC),
DAWSON GEOPHYSICAL COMPANY
(DAWSON) AND 6446 ACQUISITION CORP.,
AS AMENDED, PURSUANT TO WHICH 6446
ACQUISITION CORP. WILL BE MERGED WITH
AND INTO TGC, WITH TGC SURVIVING AND
BECOMING A DIRECT WHOLLY OWNED
SUBSIDIARY OF DAWSON, ALL AS MORE
FULLY DESCRIBED IN THE PROXY
STATEMENT.
02 PROPOSAL TO APPROVE A NON-BINDING Management Abstain Against
ADVISORY RESOLUTION ON CERTAIN
COMPENSATION TO BE PAID BY TGC TO
TGC'S NAMED EXECUTIVE OFFICERS UPON
CONSUMMATION OF THE MERGER.
03 PROPOSAL TO APPROVE ADJOURNMENTS Management For For
OF THE TGC SPECIAL MEETING, IF
NECESSARY OR APPROPRIATE, TO PERMIT
THE SOLICITATION OF ADDITIONAL PROXIES
IF THERE ARE NOT SUFFICIENT VOTES AT
THE TIME OF THE SPECIAL MEETING TO
ADOPT PROPOSAL 1.
KINETIC CONCEPTS, INC.
SECURITY 49460W208 MEETING TYPE Special
TICKER SYMBOL KCI MEETING DATE 28-Oct-2011
ISIN US49460W2089 AGENDA 933511746 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER (THE "MERGER AGREEMENT"),
DATED AS OF JULY 12, 2011, BY AND AMONG
KINETIC CONCEPTS, INC., CHIRON
HOLDINGS, INC. AND CHIRON MERGER SUB,
INC., A WHOLLY OWNED SUBSIDIARY OF
CHIRON HOLDINGS, INC., AND APPROVE
THE TRANSACTIONS CONTEMPLATED
THEREBY.
02 TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES IN FAVOR OF ADOPTING
THE MERGER AGREEMENT AND APPROVING
THE TRANSACTIONS CONTEMPLATED
THEREBY AT THE TIME OF THE SPECIAL
MEETING.
03 TO APPROVE A NON-BINDING PROPOSAL Management Abstain Against
REGARDING CERTAIN MERGER- RELATED
EXECUTIVE COMPENSATION
ARRANGEMENTS.
HARBIN ELECTRIC, INC.
SECURITY 41145W109 MEETING TYPE Special
TICKER SYMBOL HRBN MEETING DATE 28-Oct-2011
ISIN US41145W1099 AGENDA 933514069 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 PROPOSAL TO APPROVE THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF JUNE
19, 2011, AS IT MAY BE AMENDED FROM
TIME TO TIME, BY AND AMONG TECH FULL
ELECTRIC COMPANY LIMITED, TECH FULL
ELECTRIC ACQUISITION, INC., AND HARBIN
ELECTRIC, INC.
02 RESOLVED, THAT THE COMPENSATION Management Abstain Against
THAT MAY BE PAID OR BECOME PAYABLE
TO THE COMPANY'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER, PURSUANT TO ITEM 402(T) OF
REGULATION S-K, INCLUDING THE
ASSOCIATED NARRATIVE DISCUSSION, AND
THE AGREEMENTS OR UNDERSTANDINGS
PURSUANT TO WHICH SUCH
COMPENSATION MAY BE PAID OR BECOME
PAYABLE, ARE HEREBY APPROVED.
03 PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING OF STOCKHOLDERS IN ORDER TO
TAKE SUCH ACTIONS AS THE COMPANY'S
BOARD DETERMINES ARE NECESSARY OR
APPROPRIATE, INCLUDING, WITHOUT
LIMITATION, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE COMPANY'S
SPECIAL MEETING TO APPROVE THE
PROPOSAL TO APPROVE THE AGREEMENT
AND PLAN OF MERGER.
CALIPER LIFE SCIENCES, INC.
SECURITY 130872104 MEETING TYPE Special
TICKER SYMBOL CALP MEETING DATE 07-Nov-2011
ISIN US1308721042 AGENDA 933515100 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO CONSIDER AND VOTE ON A PROPOSAL Management For For
TO ADOPT THE AGREEMENT AND PLAN OF
MERGER, DATED AS OF SEPTEMBER 7, 2011,
AS IT MAY BE AMENDED FROM TIME TO
TIME, BY AND AMONG CALIPER LIFE
SCIENCES, INC., PERKINELMER, INC. AND
PERKINELMER HOPKINTON CO.
02 TO CONSIDER AND VOTE ON ANY Management For For
PROPOSAL TO ADJOURN THE SPECIAL
MEETING TO A LATER DATE, IF NECESSARY
OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF ITEM 1 IF THERE ARE
INSUFFICIENT VOTES TO APPROVE ITEM 1
AT THE TIME OF THE SPECIAL MEETING.
03 TO APPROVE, BY NON-BINDING, ADVISORY Management Abstain Against
VOTE, CERTAIN COMPENSATION
ARRANGEMENTS FOR CALIPER LIFE
SCIENCE, INC.'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER CONTEMPLATED IN THE
AGREEMENT AND PLAN OF MERGER, DATED
AS OF SEPTEMBER 7, 2011, AS MAY BE
AMENDED FROM TIME TO TIME, BY AND
AMONG CALIPER LIFE SCIENCES, INC.,
PERKINELMER, INC. AND PERKINELMER
HOPKINTON CO.
BALDWIN TECHNOLOGY COMPANY, INC.
SECURITY 058264102 MEETING TYPE Annual
TICKER SYMBOL BLD MEETING DATE 10-Nov-2011
ISIN US0582641025 AGENDA 933519158 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 CLAES WARNANDER For For
2 PAUL J. GRISWOLD For For
02 TO RATIFY THE APPOINTMENT OF GRANT Management For For
THORNTON LLC AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR FISCAL 2012.
03 TO APPROVE AN AMENDMENT TO THE Management Against Against
COMPANY'S 2005 EQUITY COMPENSATION
PLAN, AS AMENDED, TO INCREASE THE
NUMBER OF SHARES OF CLASS A COMMON
STOCK THAT MAY BE ISSUED TO
PARTICIPANTS BY 1,000,000.
INTERNATIONAL RECTIFIER CORPORATION
SECURITY 460254105 MEETING TYPE Annual
TICKER SYMBOL IRF MEETING DATE 11-Nov-2011
ISIN US4602541058 AGENDA 933510287 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 RICHARD J. DAHL For For
2 DWIGHT W. DECKER For For
3 ROCHUS E. VOGT For For
02 PROPOSAL TO APPROVE THE Management Against Against
INTERNATIONAL RECTIFIER CORPORATION
2011 PERFORMANCE INCENTIVE PLAN.
03 PROPOSAL TO APPROVE, BY NON-BINDING Management Abstain Against
VOTE, THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS.
04 PROPOSAL TO RECOMMEND, BY NON- Management Abstain Against
BINDING VOTE, THE FREQUENCY OF
FUTURE ADVISORY VOTES ON THE
COMPANY'S EXECUTIVE COMPENSATION
PROGRAM.
05 PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR
FISCAL YEAR 2012.
CHARTER INTERNATIONAL PLC
SECURITY G2110V107 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 14-Nov-2011
ISIN JE00B3CX4509 AGENDA 703400856 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 To approve the resolution giving effect to the Management For For
scheme of arrangement (the "Scheme") between
the Company and the holders of Scheme Shares
(as defined in the Scheme) including the
reorganisation of the Company's share capital
and amending the Company's memorandum and
articles of association
CHARTER INTERNATIONAL PLC
SECURITY G2110V107 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 14-Nov-2011
ISIN JE00B3CX4509 AGENDA 703400870 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A Non-Voting
VALID VOTE OPTION FOR THIS MEETING
TYPE.-PLEASE CHOOSE BETWEEN "FOR"
AND "AGAINST" ONLY. SHOULD YOU
CHOOSE TO VOTE-ABSTAIN FOR THIS
MEETING THEN YOUR VOTE WILL BE
DISREGARDED BY THE ISSUER OR-ISSUERS
AGENT.
1 For the purpose of considering and, if thought fit, Management For For
approving (with or without modification) a scheme
of arrangement (the "Scheme") proposed to be
made between Charter International plc and the
Shareholders
PERNOD RICARD S A
SECURITY F72027109 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 15-Nov-2011
ISIN FR0000120693 AGENDA 703369529 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE IN THE FRENCH MARKET Non-Voting
THAT THE ONLY VALID VOTE OPTIONS ARE
"FOR"-AND "AGAINST" A VOTE OF "ABSTAIN"
WILL BE TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, Non-Voting
sign and forward the Proxy Card-directly to the
sub custodian. Please contact your Client
Service-Representative to obtain the necessary
card, account details and directions.-The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting-instructions will be
forwarded to the Global Custodians that have
become-Registered Intermediaries, on the Vote
Deadline Date. In capacity as-Registered
Intermediary, the Global Custodian will sign the
Proxy Card and-forward to the local custodian. If
you are unsure whether your Global-Custodian
acts as Registered Intermediary, please contact
your representative
CMMT PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS
AVAILABLE BY CLIC-KING ON THE MATERIAL
URL LINKS: https://balo.journal-
officiel.gouv.fr/pdf/2011-
/1010/201110101105872.pdf AND
https://balo.journal-officiel.gouv.fr/pdf/2011/1-
026/201110261106018.pdf
O.1 Approval of the corporate financial statements for Management For For
the financial year ended June 30, 2011
O.2 Approval of the consolidated financial statements Management For For
for the financial year ended June 30, 2011
O.3 Allocation of income for the financial year ended Management For For
June 30, 2011 and setting the dividend
O.4 Regulated Agreements pursuant to Articles Management For For
L.225-38 et seq. of the Commercial Code
O.5 Ratification of the appointment of Mr. Laurent Management For For
Burelle as Board member
O.6 Renewal of term of Mrs. Nicole Bouton as Board Management For For
member
O.7 Renewal of term of the firm Deloitte et Associes Management For For
as principal Statutory Auditor
O.8 Renewal of term of the firm BEAS as deputy Management For For
Statutory Auditor
O.9 Setting the amount of attendance allowances Management For For
allocated to the Board members
O.10 Authorization to be granted to the Board of Management For For
Directors to trade Company's shares
E.11 Authorization to be granted to the Board of Management For For
Directors to reduce share capital by cancellation
of treasury shares
E.12 Delegation of authority to be granted to the Board Management For For
of Directors to decide to increase share capital by
issuing common shares and/or any securities
providing access to the capital of the Company
while maintaining preferential subscription rights
E.13 Delegation of authority to be granted to the Board Management For For
of Directors to decide to increase share capital by
issuing common shares and/or securities
providing access to the capital of the Company
with cancellation of preferential subscription
rights as part of a public offer
E.14 Delegation of authority to be granted to the Board Management For For
of Directors to increase the number of issuable
securities in case of share capital increase with
or without preferential subscription rights
pursuant to the 12th and 13th resolutions
E.15 Delegation of authority to be granted to the Board Management For For
of Directors to carry out the issuance of common
shares and/or securities providing access to the
capital of the Company, in consideration for in-
kind contributions granted to the Company within
the limit of 10% of share capital
E.16 Delegation of authority to be granted to the Board Management For For
of Directors to carry out the issuance of common
shares and/or securities providing access to the
capital of the Company in case of public offer
initiated by the Company
E.17 Delegation of authority to be granted to the Board Management For For
of Directors to issue securities representing debts
entitling to the allotment of debt securities
E.18 Delegation of authority to be granted to the Board Management For For
of Directors to decide to increase share capital by
incorporation of reserves, profits, premiums or
otherwise
E.19 Delegation of authority to be granted to the Board Management For For
of Directors to decide to increase share capital by
issuing shares or securities providing access to
capital, reserved for members of company
savings plans with cancellation of preferential
subscription rights in favor of the latter
E.20 Delegation of authority to be granted to the Board Management Against Against
of Directors to issue share subscription warrants
in case of public offer on shares of the Company
E.21 Amendment to the Statutes relating to the length Management For For
of term of Board members: Article 18
E.22 Powers to carry out all legal formalities Management For For
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO RECEIPT OF ADDITIONAL URL. IF
YOU H-AVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YO-U DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
TELEPHONE AND DATA SYSTEMS, INC.
SECURITY 879433100 MEETING TYPE Special
TICKER SYMBOL TDS MEETING DATE 15-Nov-2011
ISIN US8794331004 AGENDA 933505046 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 SHARE CONSOLIDATION AMENDMENT - Management Against Against
STATUTORY VOTE
02 SHARE CONSOLIDATION AMENDMENT - Management Against Against
RATIFICATION VOTE
03 VOTE AMENDMENT - STATUTORY VOTE Management Against Against
04 VOTE AMENDMENT - RATIFICATION VOTE Management Against Against
05 ANCILLARY AMENDMENT Management For For
06 2011 LONG-TERM INCENTIVE PLAN Management For For
07 COMPENSATION PLAN FOR NON-EMPLOYEE Management For For
DIRECTORS
08 ADJOURN THE SPECIAL MEETING, IF Management Against Against
ELECTED
THE CLOROX COMPANY
SECURITY 189054109 MEETING TYPE Annual
TICKER SYMBOL CLX MEETING DATE 16-Nov-2011
ISIN US1890541097 AGENDA 933512712 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A ELECTION OF DIRECTOR: DANIEL BOGGAN, Management For For
JR.
1B ELECTION OF DIRECTOR: RICHARD H. Management For For
CARMONA
1C ELECTION OF DIRECTOR: TULLY M. Management For For
FRIEDMAN
1D ELECTION OF DIRECTOR: GEORGE J. HARAD Management For For
1E ELECTION OF DIRECTOR: DONALD R. Management For For
KNAUSS
1F ELECTION OF DIRECTOR: ROBERT W. Management For For
MATSCHULLAT
1G ELECTION OF DIRECTOR: GARY G. MICHAEL Management For For
1H ELECTION OF DIRECTOR: EDWARD A. Management For For
MUELLER
1I ELECTION OF DIRECTOR: PAMELA THOMAS- Management For For
GRAHAM
1J ELECTION OF DIRECTOR: CAROLYN M. Management For For
TICKNOR
02 ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
03 ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
THE SHAREHOLDER ADVISORY VOTE ON
EXECUTIVE COMPENSATION.
04 RATIFICATION OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
05 STOCKHOLDER PROPOSAL ON Shareholder Against For
INDEPENDENT CHAIRMAN.
ZYGO CORPORATION
SECURITY 989855101 MEETING TYPE Annual
TICKER SYMBOL ZIGO MEETING DATE 16-Nov-2011
ISIN US9898551018 AGENDA 933513170 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 STEPHEN D. FANTONE For For
2 SAMUEL H. FULLER For For
3 CHRIS L. KOLIOPOULOS For For
4 SEYMOUR E. LIEBMAN For For
5 ROBERT B. TAYLOR For For
6 CAROL P. WALLACE For For
7 GARY K. WILLIS For For
02 TO APPROVE A NON-BINDING ADVISORY Management Abstain Against
RESOLUTION APPROVING THE COMPANY'S
EXECUTIVE COMPENSATION AS DISCLOSED
IN THE ACCOMPANYING PROXY
STATEMENT.
03 TO APPROVE A NON-BINDING ADVISORY Management Abstain Against
RESOLUTION WITH RESPECT TO THE
FREQUENCY OF FUTURE ADVISORY VOTES
ON THE COMPANY'S EXECUTIVE
COMPENSATION.
04 TO APPROVE THE ADOPTION OF THE ZYGO Management Against Against
CORPORATION 2012 EQUITY INCENTIVE
PLAN.
05 TO APPROVE THE AMENDMENT TO THE Management For For
ZYGO CORPORATION EMPLOYEE STOCK
PURCHASE PLAN.
06 RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
ACCOUNTING FIRM FOR FISCAL 2012.
MOTOROLA MOBILITY HOLDINGS, INC.
SECURITY 620097105 MEETING TYPE Special
TICKER SYMBOL MMI MEETING DATE 17-Nov-2011
ISIN US6200971058 AGENDA 933517988 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF AUGUST 15, 2011,
BY AND AMONG GOOGLE INC., A DELAWARE
CORPORATION, RB98 INC., A DELAWARE
CORPORATION AND A WHOLLY OWNED
SUBSIDIARY OF GOOGLE INC., AND
MOTOROLA MOBILITY AS IT MAY BE
AMENDED FROM TIME TO TIME
02 TO APPROVE ANY MOTION TO ADJOURN Management For For
THE SPECIAL MEETING TO A LATER DATE
OR TIME, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IN THE
EVENT THERE ARE INSUFFICIENT VOTES AT
THE TIME OF SUCH ADJOURNMENT TO
ADOPT THE MERGER AGREEMENT
03 TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, THE COMPENSATION THAT
MAY BE PAID OR BECOME PAYABLE TO
MOTOROLA MOBILITY'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER, INCLUDING THE AGREEMENTS
AND UNDERSTANDINGS PURSUANT TO
WHICH SUCH COMPENSATION MAY BE PAID
OR BECOME PAYABLE
SMITHS GROUP PLC, LONDON
SECURITY G82401111 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 22-Nov-2011
ISIN GB00B1WY2338 AGENDA 703404537 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 To adopt the reports of the directors and the Management For For
auditors and the audited accounts for the
financial year ended 31 July 2011
2 To approve the directors' remuneration report for Management For For
the financial year ended 31 July 2011
3 To declare a final dividend of 25 pence per Management For For
ordinary share for the financial year ended 31
July 2011
4 To re-elect Mr B.F.J. Angelici as a director of the Management For For
Company
5 To re-elect Mr P. Bowman as a director of the Management For For
Company
6 To re-elect Mr D.H. Brydon, CBE as a director of Management For For
the Company
7 To re-elect Mr D.J. Challen, CBE as a director of Management For For
the Company
8 To re-elect Mr S.J. Chambers as a director of the Management For For
Company
9 To re-elect Ms A.C. Quinn, CBE as a director of Management For For
the Company
10 To re-elect Sir Kevin Tebbit, KCB, CMG as a Management For For
director of the Company
11 To re-elect Mr P.A. Turner as a director of the Management For For
Company
12 To reappoint PricewaterhouseCoopers LLP as Management For For
auditors of the Company to hold office until the
conclusion of the next general meeting at which
accounts are laid before the Company
13 To authorise the directors to determine the Management For For
remuneration of the auditors
14 That the directors be generally and Management For For
unconditionally authorised pursuant to and in
accordance with Section 551 of the Companies
Act 2006 to exercise all the powers of the
Company to allot shares in the Company or grant
rights to subscribe for or to convert any security
into shares in the Company: (i) up to a nominal
amount of GBP 49,062,877; (ii) comprising equity
securities (as defined in Section 560(1) of the
Companies Act 2006) up to a further nominal
amount of GBP 49,062,877 in connection with an
offer by way of a rights issue; such authorities to
apply in substitution for all previous authorities
pursuant to Section 551 of the Companies Act
2006 and to expire at the end of the next Annual
General Meeting or on 31 January 2013,
whichever is the earlier but, in each case, so that
the Company may make offers and enter CONTD
CONT CONTD into agreements during the relevant Non-Voting
period which would, or might,-require shares to
be allotted or rights to be granted after the
authority-ends. For the purposes of this
Resolution 'rights issue' means an offer to:-(a)
ordinary shareholders in proportion (as nearly as
may be practicable) to-their existing holdings;
and (b) people who are holders of other equity-
securities if this is required by the rights of those
securities or, if the-directors consider it
necessary, as permitted by the rights of those-
securities to subscribe for further securities by
means of the issue of a-renounceable letter (or
other negotiable document) which may be traded
for a-period before payment for the securities is
due, but subject to such-exclusions or other
arrangements as the directors may deem
necessary or-expedient in relation to CONTD
CONT CONTD treasury shares, fractional entitlements, Non-Voting
record dates or legal,-regulatory or practical
problems in, or under the laws of, any territory
15 That subject to the passing of Resolution 14 Management For For
above, the directors be empowered to allot equity
securities (as defined in Section 560(1) of the
Companies Act 2006) wholly for cash: (i)
pursuant to the authority given by paragraph (i) of
Resolution 14 above or where the allotment
constitutes an allotment of equity securities by
virtue of Section 560(3) of the Companies Act
2006 in each case: (a) in connection with a pre-
emptive offer; and/or (b) otherwise than in
connection with a pre-emptive offer, up to an
aggregate nominal amount of GBP 7,359,431;
and (ii) pursuant to the authority given by
paragraph (ii) of Resolution 14 above in
connection with a rights issue, as if Section
561(1) of the Companies Act 2006 did not apply
to any such allotment; such power to expire at
the end of the next Annual General Meeting or on
31 CONTD
CONT CONTD January 2013, whichever is the earlier Non-Voting
but so that the Company may make-offers and
enter into agreements during this period which
would, or might,-require equity securities to be
allotted after the power ends and the-directors
may allot equity securities under any such offer
or agreement as if-the power had not ended. For
the purposes of this Resolution: (a) 'rights-issue'
has the same meaning as in Resolution 14
above; (b) 'pre-emptive-offer' means an offer of
equity securities open for acceptance for a
period-fixed by the directors to holders (other
than the Company) on the register on-a record
date fixed by the directors of ordinary shares in
proportion to-their respective holdings but subject
to such exclusions or other-arrangements as the
directors may deem necessary or expedient in
relation to-treasury shares CONTD
CONT CONTD, fractional entitlements, record dates or Non-Voting
legal, regulatory or-practical problems in, or
under the laws of, any territory; (c) references to-
an allotment of equity securities shall include a
sale of treasury shares;-and (d) the nominal
amount of any securities shall be taken to be, in
the-case of rights to subscribe for or convert any
securities into shares of the-Company, the
nominal amount of such shares which may be
allotted pursuant to-such rights
16 That the Company be and is hereby Management For For
unconditionally and generally authorised for the
purpose of Section 701 of the Companies Act
2006 to make market purchases (as defined in
Section 693 of the Companies Act 2006) of
ordinary shares of 37.5p each in the capital of the
Company on such terms and in such manner as
the directors may determine provided that: (a) the
maximum number of shares which may be
purchased is 39,250,301; (b) the minimum price
which may be paid for each share is 37.5p; (c)
the maximum price which may be paid for an
ordinary share shall not be more than the higher
of 5 per cent above the average middle market
quotations for an ordinary share, as derived from
the London Stock Exchange Daily Official List, for
the five business days immediately preceding the
day on which the ordinary share is purchased
and CONTD
CONT CONTD the amount stipulated by Article 5(1) of Non-Voting
the Buy-back and Stabilisation-Regulation 2003
(No 2273/2003); and (d) this authority shall expire
at the-conclusion of the next Annual General
Meeting of the Company or, if earlier-31 January
2013 (except in relation to the purchase of shares
the contract-for which was concluded before the
expiry of such authority and which might-be
executed wholly or partly after such expiry)
17 That a general meeting other than an annual Management For For
general meeting may be called on not less than
14 clear days' notice
18 That, in accordance with Part 14 of the Management For For
Companies Act 2006, the Company and every
other company which is now or may become a
subsidiary of the Company at any time during the
period during which this resolution is in force is
hereby authorised to make donations and incur
expenditure under each and any of the following
heads: (a) donations to political parties or
independent election candidates; (b) donations to
political organisations other than political parties;
and (c) political expenditure, up to an aggregate
amount of GBP 50,000 and the amount
authorised under each of paragraphs (a), (b) and
(c) shall also be limited to such amount. The
authority hereby conferred shall expire at the
conclusion of the next Annual General Meeting of
the Company or, if earlier, on 31 January 2013.
All existing authorisations and CONTD
CONT CONTD approvals relating to political donations Non-Voting
or expenditure under Part 14-of the Companies
Act 2006 are hereby revoked without prejudice to
any-donation made or expenditure incurred prior
to the date hereof pursuant to-such authorisation
or approval. For the purpose of this resolution,
the terms-'political donations', 'political parties',
'independent election-candidates', 'political
organisations' and 'political expenditure' have
the-meanings set out in Sections 363 to 365 of
the Companies Act 2006
19 That the Smiths Group Long Term Incentive Plan Management For For
2011 (the 'LTIP'), the principal terms of which are
summarised in the explanatory note to this
resolution and as shown in the rules of the LTIP
produced to the Meeting and initialled by the
Chairman for the purposes of identification, be
and is hereby approved and that the directors be
and are hereby authorised to do all such acts and
things that they may consider appropriate to
implement the LTIP, including the making of any
amendments to the rules and any establishment
of any sub-plans for the benefit of employees
outside the UK (modified as necessary to take
account of relevant exchange control, taxation
and securities laws of the relevant jurisdiction);
and the directors be and are hereby authorised to
vote as directors and be counted in any quorum
on any matter CONTD
CONT CONTD connected with the LTIP, Non-Voting
notwithstanding that they may be interested in-
the same, save that no director may vote or be
counted in the quorum on any-matter solely
concerning his own participation therein, and that
any-prohibition on directors' voting shall be
suspended to this extent-accordingly
NETLOGIC MICROSYSTEMS, INC.
SECURITY 64118B100 MEETING TYPE Special
TICKER SYMBOL NETL MEETING DATE 22-Nov-2011
ISIN US64118B1008 AGENDA 933519108 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF SEPTEMBER 11,
2011, BY AND AMONG NETLOGIC
MICROSYSTEMS, INC., BROADCOM
CORPORATION AND I&N ACQUISITION
CORP., A WHOLLY OWNED SUBSIDIARY OF
BROADCOM CORPORATION (THE "MERGER
AGREEMENT").
02 TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IN FAVOR OF
THE PROPOSAL TO ADOPT THE MERGER
AGREEMENT IF THERE ARE NOT
SUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE THE
PROPOSAL TO ADOPT THE MERGER
AGREEMENT.
03 TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, THE COMPENSATION THAT
MAY BE PAID OR BECOME PAYABLE TO
NAMED EXECUTIVE OFFICERS OF NETLOGIC
MICROSYSTEMS, INC. IN CONNECTION WITH
THE MERGER, INCLUDING THE
AGREEMENTS AND UNDERSTANDINGS
PURSUANT TO WHICH SUCH
COMPENSATION MAY BE PAID OR BECOME
PAYABLE.
ORITANI FINANCIAL CORP
SECURITY 68633D103 MEETING TYPE Annual
TICKER SYMBOL ORIT MEETING DATE 22-Nov-2011
ISIN US68633D1037 AGENDA 933519261 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 JAMES J. DOYLE, JR. For For
2 JOHN J. SKELLY, JR. For For
02 THE RATIFICATION OF THE APPOINTMENT Management For For
OF KPMG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING JUNE 30,
2012.
03 AN ADVISORY, NON-BINDING PROPOSAL Management Abstain Against
WITH RESPECT TO THE EXECUTIVE
COMPENSATION DESCRIBED IN THE PROXY
STATEMENT.
04 AN ADVISORY, NON-BINDING PROPOSAL Management Abstain Against
WITH RESPECT TO THE FREQUENCY THAT
STOCKHOLDERS WILL VOTE ON OUR
EXECUTIVE COMPENSATION.
DART ENERGY LTD, BRISBANE
SECURITY Q3115W115 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Nov-2011
ISIN AU000000DTE9 AGENDA 703412255 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT VOTING EXCLUSIONS APPLY TO THIS Non-Voting
MEETING FOR PROPOSALS 2 AND 7 TO 9
VOTES CAST-BY ANY INDIVIDUAL OR
RELATED PARTY WHO BENEFIT FROM THE
PASSING OF THE-PROPOSAL/S WILL BE
DISREGARDED BY THE COMPANY. HENCE,
IF YOU HAVE OBTAINED-BENEFIT OR
EXPECT TO OBTAIN FUTURE BENEFIT YOU
SHOULD NOT VOTE (OR VOTE-"ABSTAIN")
ON THE RELEVANT PROPOSAL ITEMS. BY
DOING SO, YOU ACKNOWLEDGE THAT-YOU
HAVE OBTAINED BENEFIT OR EXPECT TO
OBTAIN BENEFIT BY THE PASSING OF THE-
RELEVANT PROPOSAL/S. BY VOTING (FOR
OR AGAINST) ON PROPOSALS (2 AND 7 TO
9),-YOU ACKNOWLEDGE THAT YOU HAVE
NOT OBTAINED BENEFIT NEITHER EXPECT
TO OBTAIN-BENEFIT BY THE PASSING OF
THE RELEVANT PROPOSAL/S AND YOU
COMPLY WITH THE-VOTING EXCLUSION.
2 Remuneration Report Management For For
3 Election of Peter Raymond Clarke as a Director Management For For
4 Election of Simon Paul Poidevin as a Director Management For For
5 Re-election of Nicholas Paul Davies as a Director Management For For
6 Re-election of David Charles Williamson as a Management For For
Director
7 Issue of Options to Mr Peter Raymond Clarke Management For For
8 Issue of Options to Mr Simon Paul Poidevin Management For For
9 Approval of the Employee Incentive Scheme Management For For
BRITISH SKY BROADCASTING GROUP PLC
SECURITY G15632105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Nov-2011
ISIN GB0001411924 AGENDA 703417279 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 To receive the financial statements for the year Management For For
ended 30 June 2011 together with the report of
the Directors and Auditors thereon
2 To declare a final dividend for the year ended 30 Management For For
June 2011
3 To reappoint Jeremy Darroch as a Director Management For For
4 To reappoint David F DeVoe as a Director Management For For
5 To reappoint Andrew Griffith as a Director Management For For
6 To reappoint Nicholas Ferguson as a Director Management For For
7 To reappoint Andrew Higginson as a Director Management For For
8 To reappoint Thomas Mockridge as a Director Management For For
9 To reappoint James Murdoch as a Director Management For For
10 To reappoint Jacques Nasser as a Director Management For For
11 To reappoint Dame Gail Rebuck as a Director Management For For
12 To reappoint Daniel Rimer as a Director Management For For
13 To reappoint Arthur Siskind as a Director Management For For
14 To reappoint Lord Wilson of Dinton as a Director Management For For
15 To reappoint Deloitte LLP as Auditors of the Management For For
Company and to authorise the Directors to agree
their remuneration
16 To approve the report on Directors remuneration Management For For
for the year ended 30- Jun-11
17 To authorise the Company and its subsidiaries to Management For For
make political donations and incur political
expenditure
18 To authorise the Directors to allot shares under Management For For
Section 551 of the Companies Act 2006
19 To disapply statutory pre emption rights Management Against Against
20 To allow the Company to hold general meetings Management For For
other than annual general meetings on 14 days
notice
21 To authorise the Directors to make on market Management For For
purchases
22 To authorise the Directors to make off market Management For For
purchases
AMERICAN TOWER CORPORATION
SECURITY 029912201 MEETING TYPE Special
TICKER SYMBOL AMT MEETING DATE 29-Nov-2011
ISIN US0299122012 AGENDA 933516037 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF
AUGUST 24, 2011, BETWEEN AMERICAN
TOWER CORPORATION AND AMERICAN
TOWER REIT, INC., WHICH IS PART OF THE
REORGANIZATION OF AMERICAN TOWER'S
OPERATIONS THROUGH WHICH AMERICAN
TOWER INTENDS TO QUALIFY AS A REIT
FOR FEDERAL INCOME TAX PURPOSES.
02 PROPOSAL TO PERMIT THE BOARD OF Management For For
DIRECTORS OF AMERICAN TOWER
CORPORATION TO ADJOURN THE SPECIAL
MEETING, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THAT
THERE ARE NOT SUFFICIENT VOTES AT THE
ORIGINALLY SCHEDULED TIME OF THE
SPECIAL MEETING TO APPROVE PROPOSAL 1.
EMULEX CORPORATION
SECURITY 292475209 MEETING TYPE Annual
TICKER SYMBOL ELX MEETING DATE 29-Nov-2011
ISIN US2924752098 AGENDA 933516859 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 FRED B. COX For For
2 MICHAEL P. DOWNEY For For
3 BRUCE C. EDWARDS For For
4 PAUL F. FOLINO For For
5 ROBERT H. GOON For For
6 DON M. LYLE For For
7 JAMES M. MCCLUNEY For For
8 NERSI NAZARI For For
9 DEAN A. YOOST For For
02 RATIFICATION AND APPROVAL OF THE Management For For
EMPLOYEE STOCK PURCHASE PLAN, AS
AMENDED AND RESTATED.
03 RATIFICATION AND APPROVAL OF Management Abstain Against
ADVISORY RESOLUTION ON EXECUTIVE
COMPENSATION.
04 RATIFICATION AND APPROVAL OF Management Abstain Against
ADVISORY VOTE ON FREQUENCY OF
FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
05 RATIFICATION OF SELECTION OF KPMG LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
PENN MILLERS HOLDING CORPORATION
SECURITY 707561106 MEETING TYPE Special
TICKER SYMBOL PMIC MEETING DATE 29-Nov-2011
ISIN US7075611068 AGENDA 933518699 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO APPROVE AND ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER DATED SEPTEMBER
7, 2011, BY AND AMONG ACE AMERICAN
INSURANCE COMPANY, PANTHER
ACQUISITION CORP. AND PENN MILLERS
HOLDING CORPORATION.
02 TO APPROVE, ON A NON-BINDING, Management Abstain Against
ADVISORY BASIS, THE "GOLDEN
PARACHUTE" COMPENSATION THAT MAY BE
PAYABLE TO THE COMPANY'S NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER.
03 TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, FOR THE
PURPOSE OF SOLICITING ADDITIONAL
PROXIES TO VOTE IN FAVOR OF ADOPTING
THE MERGER AGREEMENT.
HANDY & HARMAN LTD
SECURITY 410315105 MEETING TYPE Annual
TICKER SYMBOL HNH MEETING DATE 29-Nov-2011
ISIN US4103151050 AGENDA 933521886 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 WARREN G. LICHTENSTEIN For For
2 ROBERT FRANKFURT For For
3 JACK L. HOWARD For For
4 GLEN M. KASSAN For For
5 JOHN H. MCNAMARA, JR. For For
6 MITCHELL I. QUAIN For For
7 GAREN W. SMITH For For
8 JEFFREY A. SVOBODA For For
02 TO RATIFY THE APPOINTMENT OF GRANT Management For For
THORNTON LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2011.
MADISON SQUARE GARDEN COMPANY
SECURITY 55826P100 MEETING TYPE Annual
TICKER SYMBOL MSG MEETING DATE 30-Nov-2011
ISIN US55826P1003 AGENDA 933515237 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 RICHARD D. PARSONS For For
2 ALAN D. SCHWARTZ For For
3 VINCENT TESE For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR
FISCAL YEAR 2012
03 TO APPROVE THE MADISON SQUARE Management For For
GARDEN COMPANY 2010 EMPLOYEE STOCK
PLAN
04 TO APPROVE THE MADISON SQUARE Management For For
GARDEN COMPANY 2010 CASH INCENTIVE
PLAN
05 TO APPROVE THE MADISON SQUARE Management For For
GARDEN COMPANY 2010 STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS
06 TO APPROVE, ON AN ADVISORY BASIS, Management Abstain Against
COMPENSATION OF OUR EXECUTIVE
OFFICERS
07 AN ADVISORY VOTE ON THE FREQUENCY Management Abstain Against
OF THE ADVISORY VOTE ON THE
COMPENSATION OF OUR EXECUTIVE
OFFICERS
GLOBAL INDUSTRIES, LTD.
SECURITY 379336100 MEETING TYPE Special
TICKER SYMBOL GLBL MEETING DATE 30-Nov-2011
ISIN US3793361003 AGENDA 933521812 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 PROPOSAL TO APPROVE AND ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED
AS OF SEPTEMBER 11, 2011, AMONG
GLOBAL INDUSTRIES, LTD. ("GLOBAL
INDUSTRIES"), TECHNIP S.A. ("TECHNIP"),
AND APOLLON MERGER SUB B, INC., AN
INDIRECT, WHOLLY OWNED SUBSIDIARY OF
TECHNIP, AS SUCH MAY BE AMENDED FROM
TIME TO TIME (THE "MERGER AGREEMENT").
02 PROPOSAL TO APPROVE AND ADOPT Management For For
AMENDED AND RESTATED ARTICLES OF
INCORPORATION TO REMOVE THE
LIMITATION ON NON-U.S. OWNERSHIP OF
GLOBAL INDUSTRIES' COMMON STOCK
CONTAINED IN THE EXISTING ARTICLES OF
INCORPORATION OF GLOBAL INDUSTRIES.
03 NON-BINDING, ADVISORY PROPOSAL TO Management Abstain Against
APPROVE CERTAIN COMPENSATION
ARRANGEMENTS FOR GLOBAL INDUSTRIES'
NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER
CONTEMPLATED BY THE MERGER
AGREEMENT.
NALCO HOLDING COMPANY
SECURITY 62985Q101 MEETING TYPE Special
TICKER SYMBOL NLC MEETING DATE 30-Nov-2011
ISIN US62985Q1013 AGENDA 933522547 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER DATED AS OF JULY 19, 2011
AMONG ECOLAB, INC., SUSTAINABILITY
PARTNERS CORPORATION, A WHOLLY-
OWNED SUBSIDIARY OF ECOLAB INC. AND
NALCO HOLDING COMPANY.
02 VOTE, ON A NON-BINDING ADVISORY BASIS, Management Abstain Against
TO APPROVE THE COMPENSATION THAT
MAY BECOME PAYABLE TO NALCO'S NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE COMPLETION OF THE
TRANSACTIONS IN THE MERGER.
03 ADJOURN THE NALCO SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES TO APPROVE
PROPOSAL 1.
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
SECURITY 717124101 MEETING TYPE Special
TICKER SYMBOL PPDI MEETING DATE 30-Nov-2011
ISIN US7171241018 AGENDA 933522597 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO APPROVE THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF OCTOBER 2,
2011, AS IT MAY BE AMENDED FROM TIME
TO TIME, BY AND AMONG PHARMACEUTICAL
PRODUCT DEVELOPMENT, INC., JAGUAR
HOLDINGS, LLC AND JAGUAR MERGER SUB,
INC.
02 TO APPROVE, ON A NON-BINDING, Management Abstain Against
ADVISORY BASIS, THE "GOLDEN
PARACHUTE" COMPENSATION THAT MIGHT
BE RECEIVED BY THE COMPANY'S NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER.
03 TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE THE
AGREEMENT AND PLAN OF MERGER.
FOSTER'S GROUP LIMITED
SECURITY Q3944W187 MEETING TYPE Scheme Meeting
TICKER SYMBOL MEETING DATE 01-Dec-2011
ISIN AU000000FGL6 AGENDA 703414007 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 That, pursuant to and in accordance with section Management For For
411 of the Corporations Act, the scheme of
arrangement proposed between Foster's and the
holders of Foster's Shares (other than any entity
within the SABMiller Group), the terms of which
are contained in and more precisely described in
this Booklet (of which the notice convening this
meeting forms part) is approved (with or without
modification as approved by the Supreme Court
of Victoria]
GRIFOLS SA
SECURITY 398438309 MEETING TYPE Special
TICKER SYMBOL GRFS MEETING DATE 02-Dec-2011
ISIN US3984383097 AGENDA 933524111 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 INCREASE OF THE COMPANY'S SHARE Management Abstain
CAPITAL IN THE AMOUNT OF EURO
2,968,765.80, BY ISSUING 29,687,658 NEW
SHARES WITHOUT VOTING RIGHTS OF
CLASS B, WITH A NOMINAL VALUE OF EURO
0.10 EACH, WITHOUT SHARE PREMIUM,
AGAINST VOLUNTARY RESERVES, IN THE
PROPORTION OF 1 NEW SHARE OF CLASS B
FOR EACH 10 FORMER SHARES OF CLASS A
OR CLASS B, WITH PROVISION OF
INCOMPLETE ALLOCATION. AMENDMENT OF
ARTICLE 6 OF THE COMPANY'S ARTICLES
OF ASSOCIATION (SHARE CAPITAL), ALL AS
MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
HARMAN INTERNATIONAL INDUSTRIES, INC.
SECURITY 413086109 MEETING TYPE Annual
TICKER SYMBOL HAR MEETING DATE 07-Dec-2011
ISIN US4130861093 AGENDA 933522232 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 BRIAN F. CARROLL For For
2 HELLENE S. RUNTAGH For For
02 PROPOSAL TO APPROVE THE 2012 STOCK Management Against Against
OPTION AND INCENTIVE PLAN.
03 PROPOSAL TO APPROVE AMENDMENT TO Management For For
RESTATED CERTIFICATE OF
INCORPORATION AND BYLAWS TO
DECLASSIFY THE BOARD.
04 PROPOSAL TO RATIFY APPOINTMENT OF Management For For
KPMG.
05 PROPOSAL TO APPROVE THE ADVISORY Management Abstain Against
(NON-BINDING) RESOLUTION RELATING TO
EXECUTIVE COMPENSATION.
06 EXECUTIVE COMPENSATION FREQUENCY Management Abstain Against
STOCKHOLDER VOTE.
TEMPLE-INLAND INC.
SECURITY 879868107 MEETING TYPE Special
TICKER SYMBOL TIN MEETING DATE 07-Dec-2011
ISIN US8798681073 AGENDA 933524402 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF SEPTEMBER 6, 2011,
AMONG TEMPLE-INLAND, INTERNATIONAL
PAPER COMPANY, AND METAL ACQUISITION
INC., A WHOLLY-OWNED SUBSIDIARY OF
INTERNATIONAL PAPER COMPANY, AS IT
MAY BE AMENDED FROM TIME TO TIME.
02 TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, THE COMPENSATION TO BE
PAID TO TEMPLE-INLAND'S NAMED
EXECUTIVE OFFICERS THAT IS BASED ON
OR OTHERWISE RELATES TO THE MERGER.
03 TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING TO A LATER DATE OR
TIME, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IN THE
EVENT THERE ARE INSUFFICIENT VOTES AT
THE TIME OF SUCH ADJOURNMENT TO
ADOPT THE MERGER AGREEMENT.
SOUTHERN UNION COMPANY
SECURITY 844030106 MEETING TYPE Special
TICKER SYMBOL SUG MEETING DATE 09-Dec-2011
ISIN US8440301062 AGENDA 933522458 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO APPROVE AND ADOPT THE SECOND Management For For
AMENDED AND RESTATED AGREEMENT
AND PLAN OF MERGER, DATED AS OF JULY
19, 2011, BY AND AMONG ENERGY
TRANSFER EQUITY, L.P., SIGMA
ACQUISITION CORPORATION AND
SOUTHERN UNION COMPANY, AS IT MAY BE
AMENDED FROM TIME TO TIME, ALL AS
MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
02 TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, THE COMPENSATION TO BE
RECEIVED BY SOUTHERN UNION
COMPANY'S NAMED EXECUTIVE OFFICERS
IN CONNECTION WITH THE MERGER.
03 TO APPROVE ANY ADJOURNMENTS OF THE Management For For
SPECIAL MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IN FAVOR OF
THE PROPOSAL TO ADOPT THE MERGER
AGREEMENT.
LTX CREDENCE CORPORATION
SECURITY 502403207 MEETING TYPE Annual
TICKER SYMBOL LTXC MEETING DATE 09-Dec-2011
ISIN US5024032071 AGENDA 933524224 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 STEPHEN M. JENNINGS For For
2 BRUCE R. WRIGHT For For
02 TO APPROVE, IN A NON-BINDING, ADVISORY Management Abstain Against
VOTE, THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS
AS DISCLOSED IN THE COMPANY'S PROXY
STATEMENT, INCLUDING THE DISCLOSURES
UNDER THE HEADING "COMPENSATION
DISCUSSION AND ANALYSIS," THE
COMPENSATION TABLES, AND ANY
RELATED MATERIALS INCLUDED IN THE
PROXY STATEMENT.
03 TO APPROVE, IN A NON-BINDING, ADVISORY Management Abstain Against
VOTE, THAT THE FREQUENCY WITH WHICH
THE STOCKHOLDERS OF THE COMPANY
SHALL HAVE AN ADVISORY VOTE ON THE
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS SET FORTH
IN THE COMPANY'S PROXY STATEMENT IS
EVERY YEAR, EVERY TWO YEARS, OR
EVERY THREE YEARS.
04 TO RATIFY THE APPOINTMENT OF BDO USA, Management For For
LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR ITS FISCAL YEAR ENDING JULY 31,
2012.
PACIFIC NORTHERN GAS LTD.
SECURITY 694661307 MEETING TYPE Special
TICKER SYMBOL PNGKF MEETING DATE 12-Dec-2011
ISIN CA6946613073 AGENDA 933528525 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO APPROVE AN ARRANGEMENT UNDER Management For For
THE PROVISIONS OF DIVISION 5 OF PART 9
OF THE BUSINESS CORPORATIONS ACT
(BRITISH COLUMBIA) INVOLVING PACIFIC
NORTHERN GAS LTD. ("PNG") AND THE
COMMON SHAREHOLDERS OF PNG, THE
FULL TEXT OF WHICH IS SET FORTH IN
APPENDIX B TO THE MANAGEMENT PROXY
CIRCULAR OF PNG DATED NOVEMBER 14,
2011.
SYNTHES INC
SECURITY 87162M409 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 15-Dec-2011
ISIN US87162M4096 AGENDA 703436899 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT BLOCKING OF REGISTERED SHARES IS NOT Non-Voting
A LEGAL REQUIREMENT IN THE SWISS
MARKET,-SPECIFIC POLICIES AT THE
INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF T-HE VOTING
INSTRUCTION, IT IS POSSIBLE THAT A
MARKER MAY BE PLACED ON YOUR SHAR-
ES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF
YOU H-AVE CONCERNS REGARDING YOUR
ACCOUNTS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRE-SENTATIVE.
1 To consider and vote upon a proposal to adopt Management No Action
the agreement and plan of merger, dated as of
April 26, 2011, as it may be amended from time
to time, among Johnson and Johnson, Samson
Acquisition Corp., a wholly owned subsidiary of
Johnson and Johnson, and Synthes, pursuant to
which Samson Acquisition Corp will merge with
and into Synthes. As a result of the merger,
Synthes will become a wholly owned subsidiary
of Johnson and Johnson, and each outstanding
share of Synthes common stock will be converted
into the right to receive a combination of (i) CHF
55.65 in cash and (ii) a number of shares of
Johnson and Johnson common stock based on
an exchange ratio that will be calculated based
upon the average of the volume weighted
average trading prices of Johnson and Johnson
common stock on each of the ten trading days
ending two trading days prior to the effective time
of the merger
2 To consider and vote upon a proposal to adjourn Management No Action
the special meeting, if necessary or appropriate,
to permit further solicitation of proxies if there
are not sufficient votes at the time of the special
meeting to adopt the merger agreement
DAYLIGHT ENERGY LTD.
SECURITY 239590201 MEETING TYPE Special
TICKER SYMBOL DAYYF MEETING DATE 15-Dec-2011
ISIN CA2395902018 AGENDA 933524515 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 A SPECIAL RESOLUTION (THE "SPECIAL Management For For
RESOLUTION"), THE FULL TEXT OF WHICH IS
SET FORTH IN APPENDIX A TO THE
ACCOMPANYING INFORMATION CIRCULAR
AND PROXY STATEMENT OF THE
CORPORATION DATED NOVEMBER 1, 2011
(THE "INFORMATION CIRCULAR"), TO
APPROVE A PLAN OF ARRANGEMENT
UNDER SECTION 193 OF THE BUSINESS
CORPORATIONS ACT (ALBERTA) (THE
"ARRANGEMENT"), ALL AS MORE
PARTICULARLY DESCRIBED IN THE
INFORMATION CIRCULAR.
DAYLIGHT ENERGY LTD.
SECURITY 239590201 MEETING TYPE Special
TICKER SYMBOL DAYYF MEETING DATE 15-Dec-2011
ISIN CA2395902018 AGENDA 933524527 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 A SPECIAL RESOLUTION (THE "SPECIAL Management For For
RESOLUTION"), THE FULL TEXT OF WHICH IS
SET FORTH IN APPENDIX A TO THE
ACCOMPANYING INFORMATION CIRCULAR
AND PROXY STATEMENT OF THE
CORPORATION DATED NOVEMBER 1, 2011
(THE "INFORMATION CIRCULAR"), TO
APPROVE A PLAN OF ARRANGEMENT
UNDER SECTION 193 OF THE BUSINESS
CORPORATIONS ACT (ALBERTA) (THE
"ARRANGEMENT"), ALL AS MORE
PARTICULARLY DESCRIBED IN THE
INFORMATION CIRCULAR.
ADVANCED ANALOGIC TECHNOLOGIES, INC.
SECURITY 00752J108 MEETING TYPE Annual
TICKER SYMBOL AATI MEETING DATE 16-Dec-2011
ISIN US00752J1088 AGENDA 933523549 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 C. SUBRAMANIAM For For
02 TO VOTE FOR AND RATIFY THE Management For For
APPOINTMENT OF DELOITTE & TOUCHE LLP
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2011.
03 TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS, AS DISCLOSED IN
OUR PROXY STATEMENT FOR THE 2011
ANNUAL MEETING OF STOCKHOLDERS,
INCLUDING THE COMPENSATION
DISCUSSION AND ANALYSIS, THE 2010
SUMMARY COMPENSATION TABLE AND
OTHER RELATED TABLES AND DISCLOSURE.
04 TO RECOMMEND, BY NON-BINDING VOTE, Management Abstain Against
THE FREQUENCY OF FUTURE
STOCKHOLDER ADVISORY VOTES
REGARDING COMPENSATION AWARDED TO
OUR NAMED EXECUTIVE OFFICERS.
TGC INDUSTRIES, INC.
SECURITY 872417308 MEETING TYPE Annual
TICKER SYMBOL TGE MEETING DATE 16-Dec-2011
ISIN US8724173088 AGENDA 933528866 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 WAYNE A. WHITENER For For
2 WILLIAM J. BARRETT For For
3 HERBERT M. GARDNER For For
4 ALLEN T. MCINNES For For
5 EDWARD L. FLYNN For For
6 STEPHANIE P. HURTT For For
02 RATIFICATION OF SELECTION OF LANE Management For For
GORMAN TRUBITT, L.L.P. AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
MEDCO HEALTH SOLUTIONS, INC.
SECURITY 58405U102 MEETING TYPE Special
TICKER SYMBOL MHS MEETING DATE 21-Dec-2011
ISIN US58405U1025 AGENDA 933528385 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JULY 20, 2011, AS
AMENDED ON NOVEMBER 7, 2011 AND AS IT
MAY BE AMENDED FROM TIME TO TIME (THE
"MERGER AGREEMENT"), BY AND AMONG
EXPRESS SCRIPTS, INC., MEDCO HEALTH
SOLUTIONS, INC., ARISTOTLE HOLDING,
INC., ARISTOTLE MERGER SUB, INC., AND
PLATO MERGER SUB, INC.
02 TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL
MEETING TO APPROVE THE PROPOSAL TO
ADOPT THE MERGER AGREEMENT.
03 TO APPROVE, BY NON-BINDING ADVISORY Management Abstain Against
VOTE, THE COMPENSATION
ARRANGEMENTS FOR THE COMPANY'S
NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGERS
CONTEMPLATED BY THE MERGER
AGREEMENT.
AMERICAN MEDICAL ALERT CORP.
SECURITY 027904101 MEETING TYPE Special
TICKER SYMBOL AMAC MEETING DATE 21-Dec-2011
ISIN US0279041018 AGENDA 933529591 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO CONSIDER AND VOTE UPON A Management For For
PROPOSAL TO ADOPT THE AGREEMENT
AND PLAN OF MERGER, DATED AS OF
SEPTEMBER 22, 2011, BY AND AMONG
AMERICAN MEDICAL ALERT CORP.,
TUNSTALL HEALTHCARE GROUP LIMITED,
AND MONITOR ACQUISITION CORP., A
WHOLLY OWNED SUBSIDIARY OF
TUNSTALL, AS IT MAY BE AMENDED FROM
TIME TO TIME (THE "MERGER AGREEMENT").
02 TO APPROVE ANY ADJOURNMENTS OF THE Management For For
SPECIAL MEETING, IF DETERMINED
NECESSARY BY AMERICAN MEDICAL ALERT
CORP., TO PERMIT FURTHER SOLICITATION
OF PROXIES IF THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL
MEETING, OR AT ANY ADJOURNMENT OR
POSTPONEMENT OF THAT MEETING, TO
ADOPT THE MERGER AGREEMENT.
03 TO APPROVE, BY NON-BINDING, ADVISORY Management Abstain Against
VOTE, CERTAIN COMPENSATION
ARRANGEMENTS FOR AMERICAN MEDICAL
ALERT CORP.'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER CONTEMPLATED BY THE MERGER
AGREEMENT.
M & F WORLDWIDE CORP.
SECURITY 552541104 MEETING TYPE Special
TICKER SYMBOL MFW MEETING DATE 21-Dec-2011
ISIN US5525411048 AGENDA 933529628 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 ADOPTION OF THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF SEPTEMBER 12,
2011, BY AND AMONG M & F WORLDWIDE
CORP., MX HOLDINGS ONE, LLC, MX
HOLDINGS TWO, INC., AND MACANDREWS &
FORBES HOLDINGS, INC., AS DESCRIBED IN
THE PROXY STATEMENT.
02 APPROVAL OF THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT
VOTES TO ADOPT THE AGREEMENT AND
PLAN OF MERGER.
AMERICAN MEDICAL ALERT CORP.
SECURITY 027904101 MEETING TYPE Annual
TICKER SYMBOL AMAC MEETING DATE 21-Dec-2011
ISIN US0279041018 AGENDA 933529729 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 HOWARD M. SIEGEL For For
2 JACK RHIAN For For
3 FREDERIC S. SIEGEL For For
4 JOHN S.T. GALLAGHER For For
5 RONALD LEVIN For For
6 YACOV SHAMASH For For
7 GREGORY FORTUNOFF For For
02 TO RATIFY THE SELECTION OF MARGOLIN, Management For For
WINER & EVENS, LLP AS INDEPENDENT
AUDITORS OF THE COMPANY FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2011.
RIGHTNOW TECHNOLOGIES, INC.
SECURITY 76657R106 MEETING TYPE Special
TICKER SYMBOL RNOW MEETING DATE 22-Dec-2011
ISIN US76657R1068 AGENDA 933529135 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 APPROVE AND ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF
OCTOBER 23, 2011, BY AND AMONG
RIGHTNOW TECHNOLOGIES, INC., A
DELAWARE CORPORATION, OC
ACQUISITION LLC, A DELAWARE LIMITED
LIABILITY COMPANY AND WHOLLY-OWNED
SUBSIDIARY OF ORACLE CORPORATION,
AND RHEA ACQUISITION CORPORATION, A
DELAWARE CORPORATION, ALL AS MORE
FULLY DESCRIBED IN THE PROXY
STATEMENT.
02 A PROPOSAL TO APPROVE, ON A NON- Management Abstain Against
BINDING ADVISORY BASIS, THE
COMPENSATION THAT MAY BECOME
PAYABLE TO THE NAMED EXECUTIVE
OFFICERS OF RIGHTNOW TECHNOLOGIES,
INC. IN CONNECTION WITH THE
COMPLETION OF THE MERGER.
03 A PROPOSAL TO APPROVE THE Management For For
ADJOURNMENT OR POSTPONEMENT OF
THE SPECIAL MEETING OF STOCKHOLDERS,
IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT
VOTES TO APPROVE PROPOSAL 1.
SONESTA INTERNATIONAL HOTELS CORPORATION
SECURITY 835438409 MEETING TYPE Special
TICKER SYMBOL SNSTA MEETING DATE 30-Dec-2011
ISIN US8354384096 AGENDA 933534136 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF Management Against Against
MERGER, AS SUCH AGREEMENT MAY BE
AMENDED FROM TIME TO TIME (THE
"MERGER AGREEMENT"), DATED AS OF
NOVEMBER 2, 2011, BY AND AMONG
SONESTA INTERNATIONAL HOTELS
CORPORATION, SONESTA ACQUISITION
CORP. (F/K/A PROPERTY ACQUISITION
CORP.), AND PAC MERGER CORP., A
WHOLLY-OWNED SUBSIDIARY OF SONESTA
ACQUISITION CORP.
02 TO APPROVE THE MERGER RELATED Management Against Against
COMPENSATION THAT MAY BE RECEIVED
BY THE SONESTA NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER.
03 TO APPROVE ONE OR MORE Management Against Against
ADJOURNMENTS OR POSTPONEMENTS OF
THE SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL
MEETING TO APPROVE THE PROPOSAL TO
ADOPT THE MERGER AGREEMENT.
MICRO FOCUS INTERNATIONAL PLC, NEWBURY
SECURITY G6117L103 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 06-Jan-2012
ISIN GB00B079W581 AGENDA 703515126 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 To amend the articles of association of the Management For For
Company and to approve the B/C share scheme
HEALTHSPRING, INC.
SECURITY 42224N101 MEETING TYPE Special
TICKER SYMBOL HS MEETING DATE 12-Jan-2012
ISIN US42224N1019 AGENDA 933536421 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF OCTOBER 24, 2011,
BY AND AMONG CIGNA CORPORATION, THE
COMPANY AND CIGNA MAGNOLIA CORP., AN
INDIRECT WHOLLY-OWNED SUBSIDIARY OF
CIGNA (AS IT MAY BE AMENDED FROM TIME
TO TIME, THE "MERGER AGREEMENT").
02 TO APPROVE AN ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE IN THE VIEW OF THE BOARD
OF DIRECTORS, TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF THE PROPOSAL TO
ADOPT THE MERGER AGREEMENT IF THERE
ARE NOT SUFFICIENT VOTES AT THE TIME
OF SUCH ADJOURNMENT TO ADOPT THE
MERGER AGREEMENT.
03 TO APPROVE, ON A NON-BINDING, Management Abstain Against
ADVISORY BASIS, CERTAIN COMPENSATION
TO BE PAID BY THE COMPANY TO ITS
NAMED EXECUTIVE OFFICERS THAT IS
BASED ON OR OTHERWISE RELATES TO
THE MERGER.
99 CENTS ONLY STORES
SECURITY 65440K106 MEETING TYPE Special
TICKER SYMBOL NDN MEETING DATE 12-Jan-2012
ISIN US65440K1060 AGENDA 933536750 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO APPROVE THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF OCTOBER 11,
2011, BY AND AMONG NUMBER HOLDINGS,
INC., NUMBER MERGER SUB, INC., AND 99(cent)
ONLY STORES, INCLUDING THE PRINCIPAL
TERMS OF THE MERGER AGREEMENT, THE
STATUTORY MERGER AGREEMENT, AND
THE MERGER PURSUANT TO WHICH
NUMBER MERGER SUB, INC. WILL BE
MERGED WITH AND INTO 99(cent) ONLY STORES,
WITH 99(cent) ONLY STORES CONTINUING AS
THE SURVIVING ENTITY
02 TO ADJOURN OR POSTPONE THE SPECIAL Management For For
MEETING TO ANOTHER TIME AND/OR PLACE
FOR THE PURPOSE OF SOLICITING
ADDITIONAL PROXIES IN FAVOR OF THE
PROPOSAL TO APPROVE THE AGREEMENT
AND PLAN OF MERGER, IF NECESSARY.
TELEPHONE AND DATA SYSTEMS, INC.
SECURITY 879433100 MEETING TYPE Special
TICKER SYMBOL TDS MEETING DATE 13-Jan-2012
ISIN US8794331004 AGENDA 933536762 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 REVISED SHARE CONSOLIDATION Management Against Against
AMENDMENT - STATUTORY VOTE
02 REVISED SHARE CONSOLIDATION Management Against Against
AMENDMENT - RATIFICATION VOTE
03 REVISED VOTE AMENDMENT - STATUTORY Management Against Against
VOTE
04 REVISED VOTE AMENDMENT - RATIFICATION Management Against Against
VOTE
05 ANCILLARY AMENDMENT Management For For
06 REVISED 2011 LONG-TERM INCENTIVE PLAN Management For For
07 COMPENSATION PLAN FOR NON-EMPLOYEE Management For For
DIRECTORS
08 REVISED PROPOSAL TO ADJOURN THE Management Against Against
SPECIAL MEETING, IF ELECTED
MONSANTO COMPANY
SECURITY 61166W101 MEETING TYPE Annual
TICKER SYMBOL MON MEETING DATE 24-Jan-2012
ISIN US61166W1018 AGENDA 933535429 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A ELECTION OF DIRECTOR: JANICE L. FIELDS Management For For
1B ELECTION OF DIRECTOR: HUGH GRANT Management For For
1C ELECTION OF DIRECTOR: C. STEVEN Management For For
MCMILLAN
1D ELECTION OF DIRECTOR: ROBERT J. Management For For
STEVENS
02 RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL 2012.
03 ADVISORY (NON-BINDING) VOTE Management Abstain Against
APPROVING EXECUTIVE COMPENSATION.
04 APPROVAL OF THE MONSANTO COMPANY Management Against Against
2005 LONG-TERM INCENTIVE PLAN (AS
AMENDED AND RESTATED AS OF JANUARY
24, 2012).
05 SHAREOWNER PROPOSAL REQUESTING A Shareholder Against For
REPORT ON CERTAIN MATTERS RELATED
TO GMO PRODUCTS.
TEKELEC
SECURITY 879101103 MEETING TYPE Special
TICKER SYMBOL TKLC MEETING DATE 25-Jan-2012
ISIN US8791011039 AGENDA 933538146 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO APPROVE THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF NOVEMBER 6,
2011, AS IT MAY BE AMENDED FROM TIME
TO TIME, BY AND AMONG THE COMPANY,
TITAN PRIVATE HOLDINGS I, LLC AND TITAN
PRIVATE ACQUISITION CORP.
02 TO APPROVE THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING
TO A LATER DATE, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL
MEETING TO APPROVE THE AGREEMENT
AND PLAN OF MERGER.
03 TO APPROVE, ON A NON-BINDING, Management Abstain Against
ADVISORY BASIS, CERTAIN GOLDEN
PARACHUTE COMPENSATION THAT WILL BE
PAID OR THAT MAY BECOME PAYABLE TO
THE COMPANY'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER.
COGECO INC.
SECURITY 19238T100 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL CGECF MEETING DATE 26-Jan-2012
ISIN CA19238T1003 AGENDA 933540901 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 LOUIS AUDET For For
2 ELISABETTA BIGSBY For For
3 ANDRE BROUSSEAU For For
4 PIERRE L. COMTOIS For For
5 PAULE DORE For For
6 CLAUDE A. GARCIA For For
7 NORMAND LEGAULT For For
8 DAVID MCAUSLAND For For
9 JAN PEETERS For For
02 APPOINT SAMSON BELAIR/DELOITTE & Management For For
TOUCHE S.E.N.C.R.L., CHARTERED
ACCOUNTANTS, AS AUDITORS AND
AUTHORIZE THE BOARD TO FIX THEIR
REMUNERATION.
03 RESOLUTION RATIFYING BY-LAW NO. 2011-1 Management For For
AMENDING THE GENERAL BY-LAWS OF THE
CORPORATION (SEE SCHEDULE "B" TO THE
MANAGEMENT PROXY CIRCULAR).
04 RESOLUTION AMENDING THE ARTICLES OF Management For For
THE CORPORATION (SEE SCHEDULE "D" TO
THE MANAGEMENT PROXY CIRCULAR).
ZON MULTIMEDIA - SERVICOS DE TELECOMUNICACOES E MU
SECURITY X9819B101 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 30-Jan-2012
ISIN PTZON0AM0006 AGENDA 703537300 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE THAT VOTING IN Non-Voting
PORTUGUESE MEETINGS REQUIRES THE
DISCLOSURE OF-BENEFICIAL OWNER
INFORMATION, THROUGH DECLARATIONS
OF PARTICIPATION AND-VOTING.
BROADRIDGE WILL DISCLOSE THE
BENEFICIAL OWNER INFORMATION FOR
YOUR-VOTED ACCOUNTS. ADDITIONALLY,
PORTUGUESE LAW DOES NOT PERMIT
BENEFICIAL-OWNERS TO VOTE
INCONSISTENTLY ACROSS THEIR
HOLDINGS. OPPOSING VOTES MAY BE-
REJECTED SUMMARILY BY THE COMPANY
HOLDING THIS BALLOT. PLEASE CONTACT
YOUR-CLIENT SERVICE REPRESENTATIVE
FOR FURTHER DETAILS.
1 To resolve on the suppression of paragraphs 6, 7 Management For For
and 8 of article 12 of the articles of association
and inherent renumbering of paragraphs 9 to 14
of the same article
CMMT ENTITLE TO VOTE: 1 VOTE FOR EACH 400 Non-Voting
SHARES HELD ON THE RECORD DATE (23
JAN 20-12)
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO RECEIPT OF ADDITIONAL
COMMENT. IF Y-OU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLES-S YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
COMMERCIAL METALS COMPANY
SECURITY 201723103 MEETING TYPE Contested-Annual
TICKER SYMBOL CMC MEETING DATE 03-Feb-2012
ISIN US2017231034 AGENDA 933536495 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 HAROLD L. ADAMS For For
2 JOSEPH ALVARADO For For
3 ANTHONY A. MASSARO For For
02 VOTE TO RATIFY THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE 2012 FISCAL
YEAR.
03 VOTE TO APPROVE, ON AN ADVISORY Management Abstain Against
BASIS, THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS.
04 ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
05 ICAHN GROUP PROPOSAL REGARDING Shareholder For Against
NON-BINDING RESOLUTION FOR
REDEMPTION OF OUTSTANDING RIGHTS.
06 ICAHN GROUP PROPOSAL REGARDING Shareholder For Against
BYLAW AMENDMENT TO REQUIRE
STOCKHOLDER APPROVAL OF RIGHTS
PLANS.
07 ICAHN GROUP PROPOSAL REGARDING Shareholder Against For
BYLAW REPEAL AMENDMENTS.
TRANSATLANTIC HOLDINGS, INC.
SECURITY 893521104 MEETING TYPE Special
TICKER SYMBOL TRH MEETING DATE 06-Feb-2012
ISIN US8935211040 AGENDA 933543375 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF NOVEMBER 20,
2011, AS IT MAY BE AMENDED FROM TIME
TO TIME, BY AND AMONG TRANSATLANTIC,
ALLEGHANY CORPORATION AND
SHORELINE MERGER SUB, INC. (FORMERLY,
SHORELINE MERGER SUB, LLC).
02 ADJOURN THE TRANSATLANTIC SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IN FAVOR
OF PROPOSAL 1 IF THERE ARE
INSUFFICIENT VOTES AT THE TIME SUCH
ADJOURNMENT TO APPROVE SUCH
PROPOSAL.
03 APPROVE, ON AN ADVISORY (NON-BINDING) Management Abstain Against
BASIS, THE COMPENSATION THAT MAY BE
PAID OR BECOME PAYABLE TO
TRANSATLANTIC'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER, AND THE AGREEMENTS AND
UNDERSTANDINGS PURSUANT TO WHICH
SUCH COMPENSATION MAY BE PAID OR
BECOME PAYABLE.
AMERICAN DENTAL PARTNERS, INC.
SECURITY 025353103 MEETING TYPE Special
TICKER SYMBOL ADPI MEETING DATE 07-Feb-2012
ISIN US0253531034 AGENDA 933539023 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, ("MERGER AGREEMENT"), AMONG
THE COMPANY, JLL CROWN HOLDINGS, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
("BUYER"), AND JLL CROWN MERGER SUB,
INC., ("MERGER SUB"), PROVIDING FOR THE
MERGER OF MERGER SUB WITH AND INTO
THE COMPANY (THE "MERGER"), WITH THE
COMPANY SURVIVING THE MERGER AS A
WHOLLY-OWNED SUBSIDIARY OF BUYER.
02 TO CAST A NON-BINDING, ADVISORY VOTE Management Abstain Against
TO APPROVE CERTAIN MERGER-RELATED
EXECUTIVE COMPENSATION PAYABLE
UNDER EXISTING AGREEMENTS WITH THE
COMPANY THAT CERTAIN EXECUTIVE
OFFICERS OF THE COMPANY WILL OR MAY
RECEIVE IN CONNECTION WITH THE
MERGER.
03 TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL
MEETING TO ADOPT THE MERGER
AGREEMENT OR TO CONSTITUTE A
QUORUM.
COMPLETE PRODUCTION SERVICES, INC.
SECURITY 20453E109 MEETING TYPE Special
TICKER SYMBOL CPX MEETING DATE 07-Feb-2012
ISIN US20453E1091 AGENDA 933542981 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF OCTOBER 9, 2011,
AS IT MAY BE AMENDED FROM TIME TO
TIME, BY AND AMONG THE COMPANY,
SUPERIOR ENERGY SERVICES, INC. AND ITS
INDIRECT WHOLLY OWNED SUBSIDIARY,
SPN FAIRWAY ACQUISITION, INC.
02 TO APPROVE ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, THE COMPENSATION THAT MAY
BECOME PAYABLE TO OUR NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER.
03 TO AUTHORIZE OUR BOARD OF DIRECTORS, Management For For
IN ITS DISCRETION, TO ADJOURN THE
SPECIAL MEETING TO A LATER DATE OR
DATES IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IN FAVOR
OF THE PROPOSAL TO ADOPT THE
AGREEMENT AND PLAN OF MERGER.
BLUE COAT SYSTEMS, INC.
SECURITY 09534T508 MEETING TYPE Special
TICKER SYMBOL BCSI MEETING DATE 13-Feb-2012
ISIN US09534T5083 AGENDA 933542664 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO ADOPT AND APPROVE THE AGREEMENT Management For For
AND PLAN OF MERGER DATED AS OF
DECEMBER 8, 2011, AMONG PROJECT
BARBOUR HOLDINGS CORPORATION, A
CONTROLLED AFFILIATE OF THOMA BRAVO,
LLC AND ITS CO-INVESTORS, PROJECT
BARBOUR MERGER CORP., A WHOLLY-
OWNED SUBSIDIARY OF PROJECT
BARBOUR HOLDINGS CORPORATION, AND
BLUE COAT, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
02 TO APPROVE, BY AN ADVISORY VOTE, THE Management Abstain Against
AGREEMENTS & UNDERSTANDINGS OF
BLUE COAT AND ITS NAMED EXECUTIVE
OFFICERS CONCERNING COMPENSATION
THAT IS BASED ON OR OTHERWISE
RELATES TO MERGER, AND THE
AGGREGATE TOTAL OF ALL SUCH
COMPENSATION THAT MAY BE PAID OR
BECOME PAYABLE TO OR ON BEHALF OF
SUCH EXECUTIVE OFFICERS, ALL AS MORE
FULLY DESCRIBED IN THE PROXY
STATEMENT.
03 TO APPROVE THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING,
IF NECESSARY OR APPROPRIATE, FOR,
AMONG OTHER REASONS, THE
SOLICITATION OF ADDITIONAL PROXIES IN
THE EVENT THAT THERE ARE NOT
SUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO ADOPT AND APPROVE
THE AGREEMENT AND PLAN OF MERGER.
DEMANDTEC, INC.
SECURITY 24802R506 MEETING TYPE Special
TICKER SYMBOL DMAN MEETING DATE 14-Feb-2012
ISIN US24802R5063 AGENDA 933543882 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 THE PROPOSAL TO ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED
AS OF DECEMBER 7, 2011, BY AND AMONG
INTERNATIONAL BUSINESS MACHINES
CORPORATION {"IBM"), A NEW YORK
CORPORATION, CUDGEE ACQUISITION
CORP, A DELAWARE CORPORATION AND
WHOLLY-OWNED SUBSIDIARY OF IBM, AND
DEMANDTEC, INC., A DELAWARE
CORPORATION, AS SUCH AGREEMENT MAY
BE AMENDED FROM TIME TO TIME.
02 THE PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING TO A LATER DATE, IF NECESSARY
OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IN THE EVENT THERE ARE NOT
SUFFICIENT VOTES IN FAVOR OF ADOPTION
OF THE MERGER AGREEMENT AT THE TIME
OF THE SPECIAL MEETING.
03 THE PROPOSAL TO APPROVE, ON AN Management Abstain Against
ADVISORY (NON-BINDING) BASIS, CERTAIN
"GOLDEN PARACHUTE" COMPENSATION
THAT MAY BE PAID OR BECOME PAYABLE
TO DEMANDTEC, INC.'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER, INCLUDING THE AGREEMENTS
AND UNDERSTANDINGS WITH DEMANDTEC,
INC. PURSUANT TO WHICH SUCH
COMPENSATION MAY BE PAID OR BECOME
PAYABLE.
SYNOVIS LIFE TECHNOLOGIES, INC.
SECURITY 87162G105 MEETING TYPE Special
TICKER SYMBOL SYNO MEETING DATE 14-Feb-2012
ISIN US87162G1058 AGENDA 933544454 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 PROPOSAL TO APPROVE THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF
DECEMBER 12, 2011, BY AND AMONG
BAXTER INTERNATIONAL INC., TWINS
MERGER SUB, INC. AND SYNOVIS LIFE
TECHNOLOGIES, INC.
02 A PROPOSAL TO APPROVE, ON A NON- Management Abstain Against
BINDING ADVISORY BASIS, THE
COMPENSATION THAT MAY BECOME
PAYABLE TO THE NAMED EXECUTIVE
OFFICERS OF SYNOVIS LIFE
TECHNOLOGIES, INC. IN CONNECTION WITH
THE COMPLETION OF THE MERGER.
03 PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES IN FAVOR OF APPROVAL
OF THE MERGER AGREEMENT.
RALCORP HOLDINGS, INC.
SECURITY 751028101 MEETING TYPE Annual
TICKER SYMBOL RAH MEETING DATE 15-Feb-2012
ISIN US7510281014 AGENDA 933545189 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 DAVID R. BANKS* For For
2 JONATHAN E. BAUM** For For
3 DAVID P. SKARIE** For For
4 BARRY H. BERACHA# For For
5 PATRICK J. MOORE# For For
03 RATIFICATION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
RALCORP HOLDINGS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING SEPTEMBER
30, 2012
04 ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION
05 ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION
PROVIDENT NEW YORK BANCORP
SECURITY 744028101 MEETING TYPE Annual
TICKER SYMBOL PBNY MEETING DATE 16-Feb-2012
ISIN US7440281019 AGENDA 933541092 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 NAVY E. DJONOVIC For For
2 THOMAS G. KAHN For For
3 THOMAS F. JAUNTIG, JR. For For
4 CARL J. ROSENSTOCK For For
02 APPROVAL, BY NON-BINDING VOTE, ON THE Management Abstain Against
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS (SAY-ON-PAY).
03 APPROVAL OF THE 2012 STOCK INCENTIVE Management Against Against
PLAN.
04 RATIFICATION OF THE APPOINTMENT OF Management For For
CROWE HORWATH LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING SEPTEMBER 30, 2012.
MAGMA DESIGN AUTOMATION, INC.
SECURITY 559181102 MEETING TYPE Special
TICKER SYMBOL LAVA MEETING DATE 16-Feb-2012
ISIN US5591811022 AGENDA 933543666 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 ADOPTION OF THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED NOVEMBER 30, 2011,
BY AND AMONG SYNOPSYS, INC., LOTUS
ACQUISITION CORP., AND MAGMA DESIGN
AUTOMATION, INC., AS SUCH AGREEMENT
MAY BE AMENDED FROM TIME TO TIME, AND
AS MORE FULLY DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT.
02 APPROVAL OF THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF
THE SPECIAL MEETING TO ADOPT THE
MERGER AGREEMENT.
03 APPROVAL, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, OF THE "GOLDEN
PARACHUTE" COMPENSATION THAT MAY BE
PAID OR BECOME PAYABLE TO MAGMA'S
NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER,
INCLUDING THE AGREEMENTS AND
UNDERSTANDINGS PURSUANT TO WHICH
SUCH COMPENSATION MAY BE PAID OR
BECOME PAYABLE.
QUADRA FNX MINING LTD.
SECURITY 74733X106 MEETING TYPE Special
TICKER SYMBOL QADMF MEETING DATE 20-Feb-2012
ISIN CA74733X1069 AGENDA 933543870 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 A SPECIAL RESOLUTION (THE Management For For
"ARRANGEMENT RESOLUTION"), THE FULL
TEXT OF WHICH IS SET FORTH IN APPENDIX
A TO THE INFORMATION CIRCULAR, TO
APPROVE A PLAN OF ARRANGEMENT
PURSUANT TO DIVISION 5 OF PART 9 OF
THE BUSINESS CORPORATIONS ACT
(BRITISH COLUMBIA) INVOLVING QUADRA
FNX MINING LTD., A WHOLLY OWNED
SUBSIDIARY OF KGHM POLSKA MIEDZ S.A.
AND CERTAIN SECURITYHOLDERS OF
QUADRA FNX MINING LTD., ALL AS MORE
PARTICULARLY DESCRIBED IN THE
INFORMATION CIRCULAR.
02 TO TRANSACT SUCH FURTHER AND OTHER Management For For
BUSINESS, INCLUDING AMENDMENTS TO
THE FOREGOING RESOLUTION, AS MAY
PROPERLY BE BROUGHT BEFORE THE
MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF.
TYCO INTERNATIONAL LTD.
SECURITY H89128104 MEETING TYPE Annual
TICKER SYMBOL TYC MEETING DATE 07-Mar-2012
ISIN CH0100383485 AGENDA 933544593 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 APPROVE ANNUAL REPORT, THE PARENT Management For For
COMPANY FINANCIAL STATEMENTS OF
TYCO INTERNATIONAL LTD AND THE
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED SEPTEMBER
30, 2011.
02 TO DISCHARGE THE BOARD OF DIRECTORS Management For For
FROM LIABILITY FOR THE FINANCIAL YEAR
ENDED SEPTEMBER 30, 2011.
03 DIRECTOR Management
1 EDWARD D. BREEN For For
2 MICHAEL E. DANIELS For For
3 TIMOTHY M. DONAHUE For For
4 BRIAN DUPERREAULT For For
5 BRUCE S. GORDON For For
6 RAJIV L. GUPTA For For
7 JOHN A. KROL For For
8 BRENDAN R. O'NEILL For For
9 DINESH PALIWAL For For
10 WILLIAM S. STAVROPOULOS For For
11 SANDRA S. WIJNBERG For For
12 R. DAVID YOST For For
4A TO ELECT DELOITTE AG (ZURICH) AS Management For For
STATUTORY AUDITORS UNTIL THE NEXT
ANNUAL GENERAL MEETING.
4B TO RATIFY APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR PURPOSES OF UNITED STATES
SECURITIES LAW REPORTING FOR THE
YEAR ENDING SEPTEMBER 28, 2012.
4C TO ELECT PRICEWATERHOUSECOOPERS Management For For
AG (ZURICH) AS SPECIAL AUDITORS UNTIL
THE NEXT ANNUAL GENERAL MEETING.
5A TO APPROVE THE ALLOCATION OF FISCAL Management For For
YEAR 2011 RESULTS.
5B TO APPROVE THE CONSOLIDATION OF Management For For
RESERVES.
5C TO APPROVE THE PAYMENT OF AN Management For For
ORDINARY CASH DIVIDEND IN AN AMOUNT
OF UP TO $1.00 PER SHARE OUT OF TYCO'S
CAPITAL CONTRIBUTION RESERVE IN ITS
STATUTORY ACCOUNTS.
06 TO CAST A NON-BINDING ADVISORY VOTE Management Abstain Against
TO APPROVE EXECUTIVE COMPENSATION
WITH RESPECT TO FISCAL 2011.
07 TO APPROVE AMENDMENTS TO OUR Management For For
ARTICLES OF ASSOCIATION REGARDING
BOOK ENTRY SECURITIES AND TO REFLECT
THE TRANSFER OF THE REGISTERED SEAT
OF TYCO INTERNATIONAL LTD.
NATIONAL FUEL GAS COMPANY
SECURITY 636180101 MEETING TYPE Annual
TICKER SYMBOL NFG MEETING DATE 08-Mar-2012
ISIN US6361801011 AGENDA 933545393 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 PHILIP C. ACKERMAN Withheld Against
2 R. DON CASH Withheld Against
3 STEPHEN E. EWING Withheld Against
02 VOTE TO RATIFY Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
REGISTERED PUBLIC ACCOUNTING FIRM.
03 ADVISORY VOTE TO APPROVE Management Abstain Against
COMPENSATION OF EXECUTIVES.
04 VOTE TO APPROVE THE 2012 ANNUAL AT Management For For
RISK COMPENSATION INCENTIVE PLAN.
05 VOTE TO APPROVE THE 2012 Management For For
PERFORMANCE INCENTIVE PROGRAM.
WCA WASTE CORPORATION
SECURITY 92926K103 MEETING TYPE Special
TICKER SYMBOL WCAA MEETING DATE 08-Mar-2012
ISIN US92926K1034 AGENDA 933551257 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. TO CONSIDER AND VOTE ON A PROPOSAL Management For For
TO ADOPT THE AGREEMENT AND PLAN OF
MERGER, DATED AS OF DECEMBER 21,
2011, AS IT MAY BE AMENDED FROM TIME
TO TIME, BY AND AMONG WCA WASTE
CORPORATION, COD INTERMEDIATE, LLC,
AND COD MERGER COMPANY, INC.
2. TO APPROVE, BY NON-BINDING, ADVISORY Management Abstain Against
VOTE, CERTAIN COMPENSATION
ARRANGEMENTS FOR WCA'S NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER.
3. TO CONSIDER AND VOTE ON ANY Management For For
PROPOSAL TO ADJOURN THE SPECIAL
MEETING TO A LATER DATE, IF NECESSARY
OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF THE PROPOSAL TO
ADOPT THE AGREEMENT AND PLAN OF
MERGER, DATED AS OF DECEMBER 21,
2011, AS IT MAY BE AMENDED FROM TIME
TO TIME, BY AND AMONG WCA WASTE
CORPORATION, COD INTERMEDIATE, LLC,
AND COD MERGER COMPANY.
WINN-DIXIE STORES, INC.
SECURITY 974280307 MEETING TYPE Special
TICKER SYMBOL WINN MEETING DATE 09-Mar-2012
ISIN US9742803078 AGENDA 933550697 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. A PROPOSAL TO APPROVE THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED
AS OF DECEMBER 16, 2011, AMONG OPAL
HOLDINGS, LLC, OPAL MERGER SUB, INC.,
AND WINN-DIXIE STORES, INC.
2. A PROPOSAL TO APPROVE, ON A NON- Management Abstain Against
BINDING BASIS, THE COMPENSATION THAT
MAY BECOME PAYABLE TO OUR NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER.
3. A PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING (IF NECESSARY OR
APPROPRIATE), TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF SPECIAL MEETING
TO APPROVE THE MERGER AGREEMENT.
EL PASO CORPORATION
SECURITY 28336L109 MEETING TYPE Special
TICKER SYMBOL EP MEETING DATE 09-Mar-2012
ISIN US28336L1098 AGENDA 933550712 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. AGREEMENT AND PLAN OF MERGER, BY Management For For
AND AMONG EL PASO CORPORATION ("EL
PASO"), SIRIUS HOLDINGS MERGER
CORPORATION, SIRIUS MERGER
CORPORATION, KINDER MORGAN, INC.,
SHERPA MERGER SUB, INC. AND SHERPA
ACQUISITION, LLC (MERGER AGREEMENT)
AND AGREEMENT & PLAN OF MERGER BY
AND AMONG EL PASO, SIRIUS HOLDINGS
MERGER CORPORATION & SIRIUS MERGER
CORPORATION (FIRST MERGER
AGREEMENT)
2. TO APPROVE ANY ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IN FAVOR OF
THE PROPOSAL TO ADOPT THE MERGER
AGREEMENT AND THE FIRST MERGER
AGREEMENT
3. TO APPROVE ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS THE COMPENSATION THAT
MAY BE PAID OR BECOME PAYABLE TO EL
PASO'S NAMED EXECUTIVE OFFICERS THAT
IS BASED ON OR OTHERWISE RELATES TO
THE PROPOSED TRANSACTIONS
ORC GROUP AB, STOCKHOLM
SECURITY W6202W107 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 12-Mar-2012
ISIN SE0000634321 AGENDA 703604973 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE THAT NOT ALL SUB Non-Voting
CUSTODIANS IN SWEDEN ACCEPT ABSTAIN
AS A VALID-VOTE OPTION. THANK YOU
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL
VOTED-ACCOUNTS. IF AN ACCOUNT HAS
MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO-PROVIDE THE BREAKDOWN OF
EACH BENEFICIAL OWNER NAME, ADDRESS
AND SHARE-POSITION TO YOUR CLIENT
SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED-IN ORDER FOR
YOUR VOTE TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING Non-Voting
REQUIREMENT: A BENEFICIAL OWNER
SIGNED POWER OF-ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING-INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO-BE
REJECTED. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE-
REPRESENTATIVE
1 Opening of the meeting Non-Voting
2 Election of Chairman of the meeting: lawyer (Sw. Non-Voting
advokat) Wilhelm Luning
3 Preparation and approval of the voting list Non-Voting
4 Approval of the agenda Non-Voting
5 Election of one or two persons to approve the Non-Voting
minutes
6 Determination of whether the meeting has been Non-Voting
duly convened
7 Proposal regarding amendments to the Articles of Management For For
Association
8 Determination of the number of members of the Management For For
Board of Directors and Deputy Directors, if any
9 Election of the Board of Directors: Christian Frick, Management For For
Per E. Larsson and Fredrik Naslund shall be
elected as new members of the Board of
Directors, and that Daniel Berglund shall be
elected as Deputy Director, until the end of the
Annual General Meeting, and that Per E. Larsson
shall be elected as Chairman of the Board of
Directors
10 Closing of the meeting Non-Voting
GOODRICH CORPORATION
SECURITY 382388106 MEETING TYPE Special
TICKER SYMBOL GR MEETING DATE 13-Mar-2012
ISIN US3823881061 AGENDA 933551283 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF SEPTEMBER 21,
2011, AS SUCH AGREEMENT MAY BE
AMENDED FROM TIME TO TIME IN
ACCORDANCE WITH ITS TERMS, BY AND
AMONG UNITED TECHNOLOGIES
CORPORATION, CHARLOTTE LUCAS
CORPORATION, A WHOLLY OWNED
SUBSIDIARY OF UNITED TECHNOLOGIES
CORPORATION, AND GOODRICH
CORPORATION.
2. APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, THE COMPENSATION TO BE PAID TO
GOODRICH'S NAMED EXECUTIVE OFFICERS
THAT IS BASED ON OR OTHERWISE
RELATES TO THE MERGER.
3. APPROVE ADJOURNMENTS OF THE SPECIAL Management For For
MEETING, IF NECESSARY, TO PERMIT
FURTHER SOLICITATION OF PROXIES IF
THERE ARE NOT SUFFICIENT VOTES AT THE
TIME OF THE SPECIAL MEETING TO ADOPT
THE MERGER AGREEMENT.
DELPHI FINANCIAL GROUP, INC.
SECURITY 247131105 MEETING TYPE Special
TICKER SYMBOL DFG MEETING DATE 13-Mar-2012
ISIN US2471311058 AGENDA 933553287 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. TO ADOPT AND APPROVE THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF
DECEMBER 21, 2011, AMONG DELPHI
FINANCIAL GROUP, INC., TOKIO MARINE
HOLDINGS, INC. AND TM INVESTMENT
(DELAWARE) INC. (AS AMENDED FROM TIME
TO TIME).
2. TO ADOPT AN AMENDMENT TO DELPHI Management For For
FINANCIAL GROUP, INC.'S CERTIFICATE OF
INCORPORATION TO PERMIT HOLDERS OF
CLASS B COMMON STOCK TO RECEIVE
HIGHER CONSIDERATION THAN HOLDERS
OF CLASS A COMMON STOCK IN THE
MERGER AS CONTEMPLATED BY THE
MERGER AGREEMENT.
3. TO APPROVE, ON A NON-BINDING, Management Abstain Against
ADVISORY BASIS, THE COMPENSATION
THAT MAY BE PAID OR BECOME PAYABLE
TO DELPHI FINANCIAL GROUP, INC.'S
NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
4. TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR
DESIRABLE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL
MEETING TO ADOPT AND APPROVE THE
MERGER AGREEMENT OR ADOPT THE
CERTIFICATE AMENDMENT.
GENNUM CORPORATION
SECURITY 37232H104 MEETING TYPE Special
TICKER SYMBOL GNUMF MEETING DATE 14-Mar-2012
ISIN CA37232H1047 AGENDA 933552689 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 THE SPECIAL RESOLUTION APPROVING THE Management For For
ARRANGEMENT UNDER SECTION 182 OF
THE BUSINESS CORPORATIONS ACT
(ONTARIO) INVOLVING, AMONG OTHER
THINGS, THE ACQUISITION BY SEMTECH
CANADA INC., AN INDIRECT WHOLLY-
OWNED SUBSIDIARY OF SEMTECH
CORPORATION, OF ALL OF THE ISSUED AND
OUTSTANDING SHARES OF THE
CORPORATION, ALL AS MORE FULLY SET
OUT IN THE ACCOMPANYING MANAGEMENT
INFORMATION CIRCULAR.
BALDWIN TECHNOLOGY COMPANY, INC.
SECURITY 058264102 MEETING TYPE Special
TICKER SYMBOL BLD MEETING DATE 15-Mar-2012
ISIN US0582641025 AGENDA 933553388 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. TO ADOPT THE AGREEMENT & PLAN OF Management For For
MERGER, DATED AS OF DECEMBER 22,
2011, AMONG BALDWIN TECHNOLOGY
COMPANY, INC., FORSYTH CAPITAL
INVESTORS, LLC, FORSYTH BALDWIN, LLC,
FORSYTH BALDWIN MEZZANINE, INC., AND
FORSYTH BALDWIN, INC., ("MERGER SUB"),
ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
2. TO CONSIDER AND VOTE UPON A Management For For
PROPOSAL TO ADJOURN THE SPECIAL
MEETING OF STOCKHOLDERS (THE
"SPECIAL MEETING"), IF NECESSARY OR
APPROPRIATE TO PERMIT FURTHER
SOLICITATION OF PROXIES IF THERE ARE
NOT SUFFICIENT VOTES AT THE TIME OF
THE SPECIAL MEETING TO ADOPT THE
MERGER AGREEMENT REFERRED TO IN
PROPOSAL 1 SET FORTH ABOVE.
3. TO CONSIDER AND VOTE UPON A Management Abstain Against
PROPOSAL TO APPROVE, ON A NONBINDING
ADVISORY BASIS, THE "GOLDEN
PARACHUTE" COMPENSATION THAT MAY BE
PAYABLE TO MARK T. BECKER, THE
COMPANY'S PRESIDENT AND CHIEF
EXECUTIVE OFFICER, AND IVAN R. HABIBE,
THE COMPANY'S CHIEF FINANCIAL OFFICER,
TREASURER AND VICE PRESIDENT OF
GLOBAL ADMINISTRATIVE SERVICES, IN
CONNECTION WITH THE MERGER.
GLOBEOP FINANCIAL SERVICES SA, LUXEMBOURG
SECURITY L4419A101 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 19-Mar-2012
ISIN LU0311272891 AGENDA 703607119 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 To consider and approve the Management Team Management No Action
Arrangements summarised in paragraph 7 of Part
I of the offer document dated 15 February 2012
(the "Offer Document") in or substantially in such
form for the purposes of Rule 16 of the United
Kingdom City Code on Takeovers and Mergers
2 To consider and approve an amendment to the Management No Action
articles of association of the Company by the
insertion of a new article 24 (as included in the
convening notice of the EGM and posted on the
Company's website)
MINEFINDERS CORPORATION LTD.
SECURITY 602900102 MEETING TYPE Special
TICKER SYMBOL MFN MEETING DATE 26-Mar-2012
ISIN CA6029001022 AGENDA 933554897 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO CONSIDER, AND, IF DEEMED ADVISABLE, Management For For
TO PASS, A SPECIAL RESOLUTION
APPROVING THE ARRANGEMENT UNDER
SECTION 182 OF THE BUSINESS
CORPORATIONS ACT (ONTARIO) INVOLVING
PAN AMERICAN SILVER CORP.,
MINEFINDERS CORPORATION LTD.
("MINEFINDERS") AND THE SHAREHOLDERS
AND OPTIONHOLDERS OF MINEFINDERS,
THE FULL TEXT OF WHICH IS SET FORTH IN
APPENDIX A TO THE ACCOMPANYING
MANAGEMENT INFORMATION CIRCULAR OF
MINEFINDERS.
PROVIDENT ENERGY LTD.
SECURITY 74386V100 MEETING TYPE Special
TICKER SYMBOL PVX MEETING DATE 27-Mar-2012
ISIN CA74386V1004 AGENDA 933554099 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 A SPECIAL RESOLUTION, THE FULL TEXT OF Management For For
WHICH IS SET FORTH IN APPENDIX A TO
THE ACCOMPANYING JOINT MANAGEMENT
INFORMATION CIRCULAR AND PROXY
STATEMENT DATED FEBRUARY 17, 2012 OF
PROVIDENT ENERGY LTD. ("PROVIDENT")
AND PEMBINA PIPELINE CORPORATION
("PEMBINA") (THE "CIRCULAR"), TO APPROVE
A PLAN OF ARRANGEMENT UNDER SECTION
193 OF THE BUSINESS CORPORATIONS ACT
(ALBERTA) INVOLVING PROVIDENT,
PROVIDENT SHAREHOLDERS, PEMBINA AND
PEMBINA ACQUISITIONCO INC., A WHOLLY-
OWNED SUBSIDIARY OF PEMBINA, ALL AS
MORE PARTICULARLY DESCRIBED IN THE
CIRCULAR.
NOVAGOLD RESOURCES INC.
SECURITY 66987E206 MEETING TYPE Special
TICKER SYMBOL NG MEETING DATE 28-Mar-2012
ISIN CA66987E2069 AGENDA 933558489 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 A SPECIAL RESOLUTION (THE Management For For
"ARRANGEMENT RESOLUTION"), THE FULL
TEXT OF WHICH IS SET FORTH IN
SCHEDULE "A" TO THE ACCOMPANYING
MANAGEMENT PROXY CIRCULAR (THE
"PROXY CIRCULAR"), TO APPROVE A PLAN
OF ARRANGEMENT PURSUANT TO SECTION
130 OF THE COMPANIES ACT (NOVA SCOTIA)
INVOLVING NOVAGOLD RESOURCES INC.,
NOVACOPPER INC. AND SECURITYHOLDERS
OF NOVAGOLD RESOURCES INC., ALL AS
MORE PARTICULARLY DESCRIBED IN THE
PROXY CIRCULAR.
02 A SPECIAL RESOLUTION APPROVING AN Management For For
AMENDMENT TO NOVAGOLD'S ARTICLES TO
INCREASE THE MAXIMUM NUMBER OF
DIRECTORS FROM TEN TO FIFTEEN, AS
MORE PARTICULARLY DESCRIBED IN THE
PROXY CIRCULAR.
03 AN ORDINARY RESOLUTION TO APPROVE Management Against Against
AND RATIFY A GRANT TO RICK VAN
NIEUWENHUYSE OF 1,875,000 STOCK
OPTIONS OF NOVACOPPER INC., AS MORE
PARTICULARLY DESCRIBED IN THE PROXY
CIRCULAR.
04 AN ORDINARY RESOLUTION TO APPROVE Management Against Against
AND RATIFY A GRANT TO RICK VAN
NIEUWENHUYSE OF 135,000 COMMON
SHARES OF NOVACOPPER INC., AS MORE
PARTICULARLY DESCRIBED IN THE PROXY
CIRCULAR.
05 AN ORDINARY RESOLUTION TO APPROVE Management Against Against
AND RATIFY AN EQUITY INCENTIVE PLAN
FOR NOVACOPPER INC., AS MORE
PARTICULARLY DESCRIBED IN THE PROXY
CIRCULAR.
FLINT ENERGY SERVICES LTD.
SECURITY 339457103 MEETING TYPE Special
TICKER SYMBOL FESVF MEETING DATE 03-Apr-2012
ISIN CA3394571036 AGENDA 933559366 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 A SPECIAL RESOLUTION, THE FULL TEXT OF Management For For
WHICH IS SET FORTH IN APPENDIX A TO
THE ACCOMPANYING MANAGEMENT
INFORMATION CIRCULAR OF THE
CORPORATION DATED FEBRUARY 29, 2012
(THE "INFORMATION CIRCULAR"), TO
APPROVE AN ARRANGEMENT UNDER
SECTION 193 OF THE BUSINESS
CORPORATIONS ACT (ALBERTA), AS ALL
MORE PARTICULARLY DESCRIBED IN THE
INFORMATION CIRCULAR.
TALEO CORPORATION
SECURITY 87424N104 MEETING TYPE Special
TICKER SYMBOL TLEO MEETING DATE 05-Apr-2012
ISIN US87424N1046 AGENDA 933564456 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. A PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF
FEBRUARY 8, 2012, AMONG TALEO
CORPORATION, A DELAWARE
CORPORATION ("TALEO"), OC ACQUISITION
LLC ("ORACLE ACQUISITION ENTITY"), TIGER
ACQUISITION CORPORATION AND ORACLE
CORPORATION, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
2. A PROPOSAL TO APPROVE, ON A NON- Management Abstain Against
BINDING ADVISORY BASIS, THE
COMPENSATION THAT MAY BECOME
PAYABLE TO TALEO'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
COMPLETION OF THE MERGER.
3. A PROPOSAL TO APPROVE THE Management For For
ADJOURNMENT OF SPECIAL MEETING TO A
LATER DATE OR TIME IF CHAIRMAN OF
SPECIAL MEETING DETERMINES THAT IT IS
NECESSARY OR APPROPRIATE & IS
PERMITTED BY MERGER AGREEMENT,
INCLUDING TO SOLICIT ADDITIONAL
PROXIES IF THERE IS NOT A QUORUM
PRESENT OR IF TALEO HAS NOT OBTAINED
SUFFICIENT AFFIRMATIVE STOCKHOLDER
VOTES TO ADOPT MERGER AGREEMENT.
TNT EXPRESS NV, AMSTERDAM
SECURITY N8726Y106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 11-Apr-2012
ISIN NL0009739424 AGENDA 703632833 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE THAT THIS IS AN Non-Voting
AMENDMENT TO MEETING ID 957478 DUE TO
CHANGE IN VO-TING STATUS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AN-D YOU WILL
NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1 Opening and announcements Non-Voting
2 Presentation on 2011 performance by Ms Marie- Non-Voting
Christine Lombard, Chief Executiv-e Officer
3 Annual Report 2011 Non-Voting
4 Discussion of the Corporate Governance chapter Non-Voting
of the Annual Report 2011, chap-ter 4
5 Adoption of the 2011 financial statements Management For For
6.A Discussion of the reserves and dividend Non-Voting
guidelines
6.B Dividend 2011 Management For For
7 Release from liability of the Executive Board Management For For
members
8 Release from liability of the Supervisory Board Management For For
members
9.A Remuneration policy for Executive Board Management For For
members
9.B Remuneration Supervisory Board members Management For For
10.A Proposal to appoint Mr Marcel Smits to the Management For For
Supervisory Board
10.B Proposal to appoint Mr Sjoerd van Keulen to the Management For For
Supervisory Board
11 Authorisation of the Executive Board to have the Management For For
Company acquire its own shares
12 Amendment of the articles of association Management For For
regarding appointment and removal of Executive
Board members and Supervisory Board
members
13 Questions Non-Voting
14 Close Non-Voting
SMITH & NEPHEW PLC
SECURITY G82343164 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 12-Apr-2012
ISIN GB0009223206 AGENDA 703635079 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 To receive and adopt the audited accounts for Management For For
the financial year ended 31 December 2011
together with the reports of the Directors and
auditors thereon
2 To approve the Remuneration Report of the Management For For
Directors for the financial year ended 31
December 2011
3 To declare a final dividend of 10.80 US cents per Management For For
Ordinary Share in respect of the year ended 31
December 2011 payable on 9 May 2012 to
shareholders on the register of the Company at
the close of business on 20 April 2012
4 To re-elect Ian E Barlow as a Director of the Management For For
Company
5 To re-elect Prof Genevieve B Berger as a Management For For
Director of the Company
6 To re-elect Olivier Bohuon as a Director of the Management For For
Company
7 To re-elect Sir John Buchanan as a Director of Management For For
the Company
8 To re-elect Adrian Hennah as a Director of the Management For For
Company
9 To re-elect Dr Pamela J Kirby as a Director of the Management For For
Company
10 To re-elect Brian Larcombe as a Director of the Management For For
Company
11 To re-elect Joseph C Papa as a Director of the Management For For
Company
12 To re-elect Ajay Piramal as a Director of the Management For For
Company
13 To re-elect Richard De Schutter as a Director of Management For For
the Company
14 To re-appoint Ernst & Young LLP as auditors of Management For For
the Company
15 To authorise the Directors to determine the Management For For
remuneration of the auditors of the Company
16 To renew the authorisation of the Directors Management For For
generally and unconditionally for the purposes of
section 551 of the Companies Act 2006 (the
"Act"), as permitted by the Company's Articles of
Association, to exercise all the powers of the
Company to allot shares and grant rights to
subscribe for, or convert any security into, shares
in the Company up to an aggregate nominal
amount (within the meaning of section 551(3) and
(6) of the Act) of USD 59,723,036. Such
authorisation shall expire at the conclusion of the
Annual General Meeting of the Company in 2013
or on 30 June 2013, whichever is earlier (save
that the Company may before such expiry make
any offer or agreement which would or might
require shares to be allotted or rights to be
granted, after such expiry and the Directors may
allot shares, or grant rights to subscribe CONTD
CONT CONTD for or to convert any security into shares, Non-Voting
in pursuance of any such-offer or agreement as if
the authorisations conferred hereby had not
expired)
17 That, (a) The Smith & Nephew Sharesave Plan Management For For
(2012) (the "UK Plan"), a copy of the rules of
which has been produced to the meeting and
initialled by the Chairman for the purposes of
identification and a summary of the main
provisions of which is set out in the appendix to
the notice of this meeting be and is hereby
approved and established; and (b) the Directors
be and are hereby authorised to make such
amendments to the rules of the UK Plan as the
Directors consider necessary or desirable to
obtain or maintain HM Revenue & Customs
approval to the UK Plan or to take account of any
comments of HM Revenue & Customs or
changes to the legislation affecting the UK Plan
18 That, (a) The Smith & Nephew International Management For For
Sharesave Plan (2012) (the "International Plan"),
a copy of the rules of which has been produced
to the meeting and initialled by the Chairman for
the purposes of identification and a summary of
the main provisions of which is set out in the
appendix to the notice of this meeting be and is
hereby approved and established; (b) the
Directors be and are hereby authorised to
exercise the powers of the Company to establish
other plans or sub-plans based on the
International Plan but modified to take account of
local tax, local social security contributions or
local insurance contributions, exchange control or
securities laws, provided that any shares issued
or which might be issued under any such other
plan or sub-plan are treated as counting against
the overall limitations on the CONTD
CONT CONTD issue of new shares as set out in the Non-Voting
International Plan; and (c)-without limitation to the
above, the Smith & Nephew French Sharesave
Sub-Plan-(the "French Sub-Plan"), a copy of the
rules of which has been produced to-the meeting
and initialled by the Chairman for the purposes
of-identification, be and is hereby approved and
established as a sub-plan of-the International
Plan and the Directors be and are hereby
authorised to make-such amendments to the
rules of the French Sub-Plan as the Directors
consider-necessary or desirable to allow options
granted under the French Sub-Plan to-qualify for
and be eligible to the specific tax and social
security treatment-in France applicable to share
options granted under Sections L.225-177 to-
L.225-186-1 of the French Code of Commerce,
as amended and restated from time-to CONTD
CONT CONTD time (French-qualified Options or Non-Voting
Options)
19 That, subject to the passing of resolution 16, the Management For For
Directors be and are hereby given power to allot
equity securities of the Company (as defined in
section 560 of the Act) for cash under the
authority given by resolution 16 and to sell
Ordinary Shares (as defined in section 560(1) of
the Act), and/or where the allotment constitutes
an allotment of equity securities by virtue of
Section 560(3) of the Act, free of the restriction in
Section 561(1) of the Act, such power to be
limited: (a) to the allotment of equity securities in
connection with an offer of equity securities to
Ordinary Shareholders (excluding any
shareholder holding shares as treasury shares)
where the equity securities respectively
attributable to the interests of all Ordinary
Shareholders are proportionate (as nearly as
may be) to the respective number CONTD
CONT CONTD of Ordinary Shares held by them subject Non-Voting
only to such exclusions or-other arrangements as
the Directors may deem necessary or expedient
to deal-with fractional elements, record dates,
legal or practical problems arising-in any territory
or by virtue of shares being represented by
depositary-receipts, the requirements of any
regulatory body or stock exchange, or any-other
matter; and (b) to the allotment (otherwise than
under paragraph (a)-above) of equity securities
up to an aggregate nominal amount of USD-
9,561,682, provided that such authorisation shall
expire at the conclusion of-the Annual General
Meeting of the Company in 2013 or on 30 June
2013 if-earlier, save that the Company may
before such expiry make an offer or-agreement
which would or might require equity securities to
be allotted after-such expiry and CONTD
CONT CONTD the Directors may allot securities in Non-Voting
pursuance of such offer or-agreement as if the
power conferred hereby had not expired
20 That the Company is generally and Management For For
unconditionally authorised for the purposes of
section 701 of the Act to make market purchases
(within the meaning of section 693(4) of the Act)
of any of its ordinary shares of 20 US cents each
in the capital of the Company on such terms and
in such manner as the Directors may from time to
time determine, and where such shares are held
as treasury shares, the Company may use them
for the purposes of its employee share plans,
provided that: (a) the maximum number of
Ordinary Shares which may be purchased is
95,616,815 representing approximately 10% of
the issued ordinary share capital as at 21
February 2012; (b) the minimum price that may
be paid for each Ordinary Share is 20 US cents
which amount is exclusive of expenses, if any; (c)
the maximum price (exclusive of expenses) that
may be paid CONTD
CONT CONTD for each Ordinary Share is an amount Non-Voting
equal to the higher of: (i) 105%-of the average of
the middle market quotations for the Ordinary
Shares of the-Company as derived from the Daily
Official List of the London Stock Exchange-plc for
the five business days immediately preceding the
day on which such-share is contracted to be
purchased; and (ii) that stipulated by article 5(1)-
of the EU Buyback and Stabilisation Regulations
2003 (No.2273/2003) (d)-unless previously
renewed, revoked or varied, this authority shall
expire at-the conclusion of the Annual General
Meeting of the Company in 2013 or on 30-June
2013, whichever is the earlier; and (e) the
Company may, before this-authority expires,
make a contract to purchase Ordinary Shares
that would or-might be executed wholly or partly
after the expiry of this authority, CONTD
CONT CONTD and may make purchases of Ordinary Non-Voting
Shares pursuant to it as if this-authority had not
expired
21 That a general meeting of the Company other Management For For
than an Annual General Meeting may be held on
not less than 14 clear days' notice
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO MODIFICATION IN TEXT OF
RESOLUTIONS-3 AND 20. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT RETURN THIS P-ROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
M&T BANK CORPORATION
SECURITY 55261F104 MEETING TYPE Annual
TICKER SYMBOL MTB MEETING DATE 17-Apr-2012
ISIN US55261F1049 AGENDA 933559126 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 BRENT D. BAIRD For For
2 C. ANGELA BONTEMPO For For
3 ROBERT T. BRADY For For
4 T.J. CUNNINGHAM III For For
5 MARK J. CZARNECKI For For
6 GARY N. GEISEL For For
7 PATRICK W.E. HODGSON For For
8 RICHARD G. KING For For
9 JORGE G. PEREIRA For For
10 MICHAEL P. PINTO For For
11 MELINDA R. RICH For For
12 ROBERT E. SADLER, JR. For For
13 HERBERT L. WASHINGTON For For
14 ROBERT G. WILMERS For For
2. TO APPROVE THE COMPENSATION OF M&T Management Abstain Against
BANK CORPORATION'S NAMED EXECUTIVE
OFFICERS.
3. TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF M&T BANK
CORPORATION FOR THE YEAR ENDING
DECEMBER 31, 2012.
DRAGON OIL PLC, DUBLIN
SECURITY G2828W132 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 18-Apr-2012
ISIN IE0000590798 AGENDA 703668751 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 To receive the financial statements for the year Management For For
ended 31 December 2011
2 To declare a dividend Management For For
3.a To re-elect Mr. Mohammed Al Ghurair as a Management For For
Director
3.b To re-elect Dr. Abdul Jaleel Al Khalifa as a Management For For
Director
3.c To re-elect Mr Nigel McCue as a Director Management For For
3.d To re-elect Ahmad Sharaf as a Director Management For For
3.e To re-elect Ahmad Al Muhairbi as a Director Management For For
3.f To re-elect Saeed Al Mazrooei as a Director Management For For
3.g To re-elect Thor Haugnaess as a Director Management For For
4 To receive the Directors' Remuneration report for Management For For
the year ended 31 December 2011
5 To authorise the Directors to fix the Auditors' Management For For
remuneration
6 To authorise general meetings outside the Management For For
Republic of Ireland
7 To authorise the calling of general meetings on Management For For
not less than 14 days' notice
8 To authorise the Directors to allot equity Management For For
securities
9 To authorise the repurchase of the Company's Management For For
shares
PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO MODIFICATION IN THE TEXT OF THE
RES-OLUTION 3C.IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS P-ROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
SERACARE LIFE SCIENCES, INC.
SECURITY 81747T104 MEETING TYPE Special
TICKER SYMBOL SRLS MEETING DATE 18-Apr-2012
ISIN US81747T1043 AGENDA 933568454 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. ADOPT THE MERGER AGREEMENT. Management For For
2. APPROVE, ON A NON-BINDING BASIS, Management Abstain Against
CERTAIN COMPENSATION ARRANGEMENTS
FOR OUR NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
3. APPROVE A PROPOSAL TO ADJOURN OR Management For For
POSTPONE THE SPECIAL MEETING, IF
NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF THE ADOPTION OF
THE MERGER AGREEMENT.
ILLUMINA, INC.
SECURITY 452327109 MEETING TYPE Contested-Annual
TICKER SYMBOL ILMN MEETING DATE 18-Apr-2012
ISIN US4523271090 AGENDA 933571122 - Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 BARY BAILEY For For
2 DWIGHT CRANE, PH.D. For For
3 MICHAEL GRIFFITH For For
4 JAY HUNT For For
02 RATIFICATION OF THE APPOINTMENT OF Management For Against
ERNST & YOUNG LLP AS ILLUMINA'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
03 APPROVAL, ON AN ADVISORY BASIS, OF Management Abstain For
THE EXECUTIVE COMPENSATION OF
ILLUMINA'S NAMED EXECUTIVE OFFICERS.
04 ROCHE'S PROPOSAL TO AMEND ILLUMINA'S Management For For
BYLAWS TO INCREASE THE SIZE OF THE
BOARD OF DIRECTORS BY TWO MEMBERS
FROM NINE DIRECTORS TO ELEVEN
DIRECTORS.
05 ROCHE'S PROPOSAL TO AMEND ILLUMINA'S Management For For
BYLAWS TO AUTHORIZE ONLY
STOCKHOLDERS TO FILL NEWLY CREATED
DIRECTORSHIPS ON THE BOARD OF
DIRECTORS.
6A ROCHE'S PROPOSAL TO ELECT THE Management For For
INDEPENDENT CANDIDATES LISTED BELOW
TO FILL NEWLY CREATED DIRECTORSHIPS
ON THE BOARD OF DIRECTORS THAT
WOULD RESULT FROM THE INCREASE IN
THE SIZE OF THE BOARD OF DIRECTORS
PURSUANT TO PROPOSAL 4 EARL (DUKE)
COLLIER, JR.
6B ROCHE'S PROPOSAL TO ELECT THE Management For For
INDEPENDENT CANDIDATES LISTED BELOW
TO FILL NEWLY CREATED DIRECTORSHIPS
ON THE BOARD OF DIRECTORS THAT
WOULD RESULT FROM THE INCREASE IN
THE SIZE OF THE BOARD OF DIRECTORS
PURSUANT TO PROPOSAL 4 DAVID DODD
7 ROCHE'S PROPOSAL TO AMEND ILLUMINA'S Management For For
BYLAWS TO REPEAL ANY AMENDMENTS TO
THE BYLAWS THAT WERE ADOPTED BY THE
BOARD OF DIRECTORS WITHOUT
STOCKHOLDER APPROVAL AFTER APRIL 22,
2010.
VIVENDI, PARIS
SECURITY F97982106 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 19-Apr-2012
ISIN FR0000127771 AGENDA 703638277 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE IN THE FRENCH MARKET Non-Voting
THAT THE ONLY VALID VOTE OPTIONS ARE
"FOR"-AND "AGAINST" A VOTE OF "ABSTAIN"
WILL BE TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, Non-Voting
sign and forward the Proxy Card-directly to the
sub custodian. Please contact your Client
Service-Representative to obtain the necessary
card, account details and directions.-The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting-instructions will be
forwarded to the Global Custodians that have
become-Registered Intermediaries, on the Vote
Deadline Date. In capacity as-Registered
Intermediary, the Global Custodian will sign the
Proxy Card and-forward to the local custodian. If
you are unsure whether your Global-Custodian
acts as Registered Intermediary, please contact
your representative
CMMT PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS
AVAILABLE BY-CLICKING ON THE MATERIAL
URL LINK:-https://balo.journal-
officiel.gouv.fr/pdf/2012/0305/201203051200705.
pdf AND ht-tps://balo.journal-
officiel.gouv.fr/pdf/2012/0328/201203281201141.
pdf
1 Approval of the reports and annual corporate Management For For
financial statements for the financial year 2011
2 Approval of the reports and consolidated financial Management For For
statements for the financial year 2011
3 Approval of the special report of the Statutory Management For For
Auditors on the regulated agreements and
commitments
4 Allocation of income for the financial year 2011, Management For For
setting the dividend and the payment date
5 Renewal of term of Mr. Jean-Rene Fourtou as Management For For
Supervisory Board member
6 Renewal of term of Mr. Philippe Donnet as Management For For
Supervisory Board member
7 Renewal of term of the company Ernst et Young Management For For
et Autres as principal Statutory Auditor
8 Renewal of term of the company Auditex as Management For For
deputy Statutory Auditor
9 Authorization to be granted to the Executive Management For For
Board to allow the Company to purchase its own
shares
10 Powers to carry out all legal formalities Management For For
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO RECEIPT OF ADDITIONAL URL LINK.
IF-YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLE-SS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
TEXAS INSTRUMENTS INCORPORATED
SECURITY 882508104 MEETING TYPE Annual
TICKER SYMBOL TXN MEETING DATE 19-Apr-2012
ISIN US8825081040 AGENDA 933556245 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: R.W. BABB, JR. Management For For
1B. ELECTION OF DIRECTOR: D.A. CARP Management For For
1C. ELECTION OF DIRECTOR: C.S. COX Management For For
1D. ELECTION OF DIRECTOR: P.H. PATSLEY Management For For
1E. ELECTION OF DIRECTOR: R.E. SANCHEZ Management For For
1F. ELECTION OF DIRECTOR: W.R. SANDERS Management For For
1G. ELECTION OF DIRECTOR: R.J. SIMMONS Management For For
1H. ELECTION OF DIRECTOR: R.K. TEMPLETON Management For For
1I. ELECTION OF DIRECTOR: C.T. WHITMAN Management For For
2. BOARD PROPOSAL REGARDING ADVISORY Management Abstain Against
APPROVAL OF THE COMPANY'S EXECUTIVE
COMPENSATION.
3. BOARD PROPOSAL TO RATIFY THE Management For For
APPOINTMENT OF ERNST & YOUNG LLP AS
THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2012.
WALTER ENERGY, INC.
SECURITY 93317Q105 MEETING TYPE Annual
TICKER SYMBOL WLT MEETING DATE 19-Apr-2012
ISIN US93317Q1058 AGENDA 933564987 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 DAVID R. BEATTY, O.B.E For For
2 HOWARD L. CLARK, JR. For For
3 JERRY W. KOLB For For
4 PATRICK A. KRIEGSHAUSER For For
5 JOSEPH B. LEONARD For For
6 GRAHAM MASCALL For For
7 BERNARD G. RETHORE For For
8 WALTER J. SCHELLER, III For For
9 MICHAEL T. TOKARZ For For
10 A.J. WAGNER For For
2. TO APPROVE THE ADVISORY RESOLUTION Management Abstain Against
ON EXECUTIVE COMPENSATION.
3. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012.
CIMPOR - CIMENTOS DE PORTUGAL S.G.P.S.SA, LISBOA
SECURITY X13765106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 20-Apr-2012
ISIN PTCPR0AM0003 AGENDA 703694299 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE THAT VOTING IN Non-Voting
PORTUGUESE MEETINGS REQUIRES THE
DISCLOSURE OF-BENEFICIAL OWNER
INFORMATION, THROUGH DECLARATIONS
OF PARTICIPATION AND-VOTING.
BROADRIDGE WILL DISCLOSE THE
BENEFICIAL OWNER INFORMATION FOR
YOUR-VOTED ACCOUNTS. ADDITIONALLY,
PORTUGUESE LAW DOES NOT PERMIT
BENEFICIAL-OWNERS TO VOTE
INCONSISTENTLY ACROSS THEIR
HOLDINGS. OPPOSING VOTES MAY BE-
REJECTED SUMMARILY BY THE COMPANY
HOLDING THIS BALLOT. PLEASE CONTACT
YOUR-CLIENT SERVICE REPRESENTATIVE
FOR FURTHER DETAILS.
1 Resolve on the accounts reporting documents, Management For For
notably the management report, the corporate
governance report and the financial statements,
and other corporate, supervisory and audit
information documents regarding the financial
year of 2011
2 Resolve on the proposal for the allocation of Management For For
profits
3 Resolve on the general appraisal of the Management For For
management and supervision of the Company
4 Resolve on the declaration on the remuneration Management For For
policy of the members of the management and
supervisory bodies of the Company
5 Resolve on the election of a new director of the Management For For
Company for the current term-of-office 2009-
2012, in view of the resignation submitted
6 Resolve on the disposal of own shares to Management For For
employees and members of the management
body of the Company and affiliates under 3C
Plan, as well as the approval of the respective
Regulations
7 Resolve on the disposal of own shares to Management For For
employees of the group and members of the
management bodies of the Company and
affiliates under ODS Pla and its Regulations,
approved in 2011, and also on the disposal of
own shares to execute the stock options granted
in 2010 under the Stock Options Plan - 2004
Regulations
8 Resolve on the acquisition and disposal of own Management For For
shares
ADVANCE AMERICA CASH ADVANCE CENTERS INC
SECURITY 00739W107 MEETING TYPE Special
TICKER SYMBOL AEA MEETING DATE 20-Apr-2012
ISIN US00739W1071 AGENDA 933578380 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. ADOPT AGREEMENT & PLAN OF MERGER, Management For For
DATED AS OF FEBRUARY 15, 2012, AMONG
EAGLE U.S. SUB, INC., A WHOLLY-OWNED
SUBSIDIARY OF GRUPO ELEKTRA S.A. DE
C.V., EAGLE U.S. MERGER SUB, INC., AND
ADVANCE AMERICA, PURSUANT TO WHICH
EAGLE U.S. MERGER SUB, INC. WILL BE
MERGED WITH AND INTO ADVANCE
AMERICA, WITH ADVANCE AMERICA
SURVIVING AS A WHOLLY-OWNED
SUBSIDIARY OF EAGLE U.S. SUB, INC.
2. TO CAST A NON-BINDING, ADVISORY VOTE Management Abstain Against
TO APPROVE CERTAIN AGREEMENTS WITH,
AND ITEMS OF COMPENSATION PAYABLE
TO, THE COMPANY'S NAMED EXECUTIVE
OFFICERS THAT ARE BASED ON OR
OTHERWISE RELATED TO THE MERGER.
3. TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT
VOTES TO ADOPT THE MERGER
AGREEMENT OR TO CONSTITUTE A
QUORUM.
MIDWAY ENERGY LTD.
SECURITY 598147106 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL MELEF MEETING DATE 20-Apr-2012
ISIN CA5981471066 AGENDA 933583696 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 APPROVING, WITH OR WITHOUT Management For For
AMENDMENT, A SPECIAL RESOLUTION, THE
FULL TEXT OF WHICH IS SET FORTH IN
APPENDIX A-1 TO THE ACCOMPANYING
JOINT INFORMATION CIRCULAR OF MIDWAY
ENERGY LTD. ("MIDWAY") AND WHITECAP
RESOURCES INC. ("WHITECAP") DATED
MARCH 23, 2012 (THE "INFORMATION
CIRCULAR"), APPROVING A PLAN OF
ARRANGEMENT INVOLVING WHITECAP,
MIDWAY AND THE MIDWAY SHAREHOLDERS
UNDER SECTION 193 OF THE BUSINESS
CORPORATIONS ACT (ALBERTA), ALL AS
MORE PARTICULARLY DESCRIBED IN THE
INFORMATION CIRCULAR;
02 FIXING THE NUMBER OF DIRECTORS TO BE Management For For
ELECTED AT THE MEETING AT SEVEN;
03 THE ELECTION OF DIRECTORS AS Management For For
SPECIFIED IN THE INFORMATION CIRCULAR;
04 THE APPOINTMENT OF KPMG LLP, Management For For
CHARTERED ACCOUNTANTS, AS AUDITORS
OF MIDWAY FOR THE ENSUING YEAR AND
THE AUTHORIZATION OF THE DIRECTORS
TO FIX THEIR REMUNERATION AS SUCH.
FORTUNE BRANDS HOME & SECURITY, INC.
SECURITY 34964C106 MEETING TYPE Annual
TICKER SYMBOL FBHS MEETING DATE 23-Apr-2012
ISIN US34964C1062 AGENDA 933557689 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: ANN FRITZ Management For For
HACKETT
1B. ELECTION OF DIRECTOR: JOHN G. MORIKIS Management For For
1C. ELECTION OF DIRECTOR: RONALD V. Management For For
WATERS, III
2. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012.
3. ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
EXECUTIVE COMPENSATION VOTES.
4. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
HONEYWELL INTERNATIONAL INC.
SECURITY 438516106 MEETING TYPE Annual
TICKER SYMBOL HON MEETING DATE 23-Apr-2012
ISIN US4385161066 AGENDA 933558631 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: GORDON M. Management For For
BETHUNE
1B. ELECTION OF DIRECTOR: KEVIN BURKE Management For For
1C. ELECTION OF DIRECTOR: JAIME CHICO Management For For
PARDO
1D. ELECTION OF DIRECTOR: DAVID M. COTE Management For For
1E. ELECTION OF DIRECTOR: D. SCOTT DAVIS Management For For
1F. ELECTION OF DIRECTOR: LINNET F. DEILY Management For For
1G. ELECTION OF DIRECTOR: JUDD GREGG Management For For
1H. ELECTION OF DIRECTOR: CLIVE R. HOLLICK Management For For
1I. ELECTION OF DIRECTOR: GEORGE PAZ Management For For
1J. ELECTION OF DIRECTOR: BRADLEY T. Management For For
SHEARES
2. APPROVAL OF INDEPENDENT Management For For
ACCOUNTANTS.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
4. INDEPENDENT BOARD CHAIRMAN. Shareholder Against For
5. POLITICAL CONTRIBUTIONS. Shareholder Against For
MISYS PLC, EVESHAM
SECURITY G61572197 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 24-Apr-2012
ISIN GB00B45TWN62 AGENDA 703692473 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 Approve the implementation of the Scheme of Management For For
Arrangement
MISYS PLC, EVESHAM
SECURITY G61572197 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 24-Apr-2012
ISIN GB00B45TWN62 AGENDA 703692485 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A Non-Voting
VALID VOTE OPTION FOR THIS MEETING
TYPE.-PLEASE CHOOSE BETWEEN "FOR"
AND "AGAINST" ONLY. SHOULD YOU
CHOOSE TO VOTE-ABSTAIN FOR THIS
MEETING THEN YOUR VOTE WILL BE
DISREGARDED BY THE ISSUER OR-ISSUERS
AGENT.
1 To approve the proposed Scheme of Management For For
Arrangement set out in the notice convening the
Court Meeting dated 3/29/2012
BEAM INC.
SECURITY 073730103 MEETING TYPE Annual
TICKER SYMBOL BEAM MEETING DATE 24-Apr-2012
ISIN US0737301038 AGENDA 933559532 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: RICHARD A. Management For For
GOLDSTEIN
1B. ELECTION OF DIRECTOR: STEPHEN W. Management For For
GOLSBY
1C. ELECTION OF DIRECTOR: ANN F. HACKETT Management For For
1D. ELECTION OF DIRECTOR: A.D. DAVID Management For For
MACKAY
1E. ELECTION OF DIRECTOR: MATTHEW J. Management For For
SHATTOCK
1F. ELECTION OF DIRECTOR: ROBERT A. Management For For
STEELE
1G. ELECTION OF DIRECTOR: PETER M. WILSON Management For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012.
3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
4. APPROVAL OF THE BEAM INC. 2012 Management For For
EMPLOYEE STOCK PURCHASE PLAN.
5. RE-APPROVAL OF THE ANNUAL EXECUTIVE Management For For
INCENTIVE COMPENSATION PLAN.
NEWMONT MINING CORPORATION
SECURITY 651639106 MEETING TYPE Annual
TICKER SYMBOL NEM MEETING DATE 24-Apr-2012
ISIN US6516391066 AGENDA 933561436 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A ELECTION OF DIRECTOR: B.R. BROOK Management For For
1B ELECTION OF DIRECTOR: V.A. CALARCO Management For For
1C ELECTION OF DIRECTOR: J.A. CARRABBA Management For For
1D ELECTION OF DIRECTOR: N. DOYLE Management For For
1E ELECTION OF DIRECTOR: V.M HAGEN Management For For
1F ELECTION OF DIRECTOR: M.S. HAMSON Management For For
1G ELECTION OF DIRECTOR: J. NELSON Management For For
1H ELECTION OF DIRECTOR: R.T. O'BRIEN Management For For
1I ELECTION OF DIRECTOR: J.B. PRESCOTT Management For For
1J ELECTION OF DIRECTOR: D.C. ROTH Management For For
1K ELECTION OF DIRECTOR: S. R. THOMPSON Management For For
02 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT AUDITORS FOR
2012.
03 ADVISORY RESOLUTION TO APPROVE Management Abstain Against
NAMED EXECUTIVE OFFICER
COMPENSATION.
THE PNC FINANCIAL SERVICES GROUP, INC.
SECURITY 693475105 MEETING TYPE Annual
TICKER SYMBOL PNC MEETING DATE 24-Apr-2012
ISIN US6934751057 AGENDA 933563783 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: RICHARD O. Management For For
BERNDT
1B. ELECTION OF DIRECTOR: CHARLES E. Management For For
BUNCH
1C. ELECTION OF DIRECTOR: PAUL W. Management For For
CHELLGREN
1D. ELECTION OF DIRECTOR: KAY COLES Management For For
JAMES
1E. ELECTION OF DIRECTOR: RICHARD B. Management For For
KELSON
1F. ELECTION OF DIRECTOR: BRUCE C. Management For For
LINDSAY
1G. ELECTION OF DIRECTOR: ANTHONY A. Management For For
MASSARO
1H. ELECTION OF DIRECTOR: JANE G. PEPPER Management For For
1I. ELECTION OF DIRECTOR: JAMES E. ROHR Management For For
1J. ELECTION OF DIRECTOR: DONALD J. Management For For
SHEPARD
1K. ELECTION OF DIRECTOR: LORENE K. Management For For
STEFFES
1L. ELECTION OF DIRECTOR: DENNIS F. STRIGL Management For For
HARLEYSVILLE GROUP INC.
SECURITY 412824104 MEETING TYPE Special
TICKER SYMBOL HGIC MEETING DATE 24-Apr-2012
ISIN US4128241043 AGENDA 933572403 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF SEPTEMBER 28,
2011, BY AND AMONG NATIONWIDE MUTUAL
INSURANCE COMPANY, HARLEYSVILLE
MUTUAL INSURANCE COMPANY, NATIONALS
SUB, INC., AND HARLEYSVILLE GROUP INC.
2. TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, COMPENSATION THAT MAY BE
RECEIVED BY CERTAIN NAMED EXECUTIVE
OFFICERS OF HARLEYSVILLE GROUP INC. IN
CONNECTION WITH THE MERGER.
WAVIN N.V., ZWOLLE
SECURITY N9438C176 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Apr-2012
ISIN NL0009412683 AGENDA 703657734 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 Open meeting Non-Voting
2 Annual Report 2011 Non-Voting
3 Adoption of the Annual Accounts 2011 Management For For
4 Profit appropriation Non-Voting
5 Discharge of members of the Management Board Management For For
6 Discharge of members of the Supervisory Board Management For For
7 Explanation of the public offer by Mexichem Non-Voting
Soluciones Integrales Holding,-S.A. de C.V. (the
"Offeror") for all issued and outstanding ordinary
shares-in the capital of Wavin (the "Offer")
8.a Amendment Articles of Association as per the Management For For
settlement date, being the date that the transfer
of the shares pursuant to the Offer takes place
against payment of the offer price for the shares
(the "Settlement Date")
8.b Amendment Articles of Association as per the Management For For
date of delisting from NYSE Euronext Amsterdam
9 Conditional appointment Mr. A.E. Capdepon Management For For
Acquaroni as member of the Management Board
10.a Re-appointment of Mr. R.A. Ruijter as member of Management For For
the Supervisory Board
10.b Re-appointment of Mrs. J.M.B. Stymne Management For For
Goransson as member of the Supervisory Board
10.c Conditional appointment of Mr. S. Hepkema as Management For For
member of the Supervisory Board as per the
Settlement Date
10.d Conditional appointment of Mr. R. Gutierrez Management For For
Munoz as member of the Supervisory Board as
per the Settlement Date
10.e Conditional appointment of Mr. J.P. del Valle Management For For
Perochena as member of the Supervisory Board
as per the Settlement Date
10.f Conditional appointment of Mr. L.M.J. van Management For For
Halderen as member of the Supervisory Board as
per the Settlement Date
11 Full and final release and discharge from liability Management For For
of Mr. B.G. Hill, Mrs. J.M.B. Stymne Goransson
and Mr. A. Kuiper in connection with their
conditional resignation as members of the
Supervisory Board as per the Settlement Date
12 Appointment of the external auditor: Management For For
PricewaterhouseCoopers Accountants N.V.
13 Authorization of the Management Board to Management For For
repurchase Wavin shares
14.a Designation of the Management Board: to issue Management For For
ordinary shares
14.b Designation of the Management Board: to restrict Management Against Against
or exclude pre-emptive rights
15 Any other business Non-Voting
16 Closing Non-Voting
GLOBEOP FINANCIAL SERVICES SA, LUXEMBOURG
SECURITY L4419A101 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Apr-2012
ISIN LU0311272891 AGENDA 703735259 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 Presentation of the statutory Management Report Non-Voting
and the consolidated Managemen-t Report for
the fiscal year ended 31 December 2011
2 Presentation of the reports by the Auditors of the Non-Voting
Company in respect of the s-tatutory financial
statements of the Company and in respect of the
consolidate-d financial statements of the
Company and its group, for the fiscal year ended-
31 December 2011
3 Presentation of the report on conflicts pursuant to Non-Voting
article 57 of the Luxembou-rg Company Law and
the report in relation to Article 11 of the
Luxembourg Law-on Takeovers of 19 May 2006
4 Approval of the statutory financial statements of Management For For
the Company for the fiscal year ended 31
December 2011
5 Approval of the consolidated financial statements Management For For
of the Company and its group for the fiscal year
ended 31 December 2011
6 Allocation of the results of the Company for the Management For For
fiscal year ended 31 December 2011 and
approval of distributions
7 Discharge (quitus) to all the directors of the Management For For
Company who have been in office during the
fiscal year ended 31 December 2011
8 Authorization of the Company, or any wholly- Management For For
owned subsidiary, to from time to time purchase,
acquire or receive shares in the Company up to
10% of the issued share capital from time to time,
over the stock exchange or in privately
negotiated transactions or otherwise (please see
the convening notice for the AGM for full details)
9 Confirmation of the appointment of Ed Nicoll, who Management For For
was co-opted to the Board on 27 April 2011, for a
term ending at the annual general meeting of the
Company in 2014 approving the statutory
accounts for the year ending 31 December 2013
10 Re-appointment of David Gelber, for a term Management For For
ending at the annual general meeting of the
Company in 2015 approving the statutory
accounts for the year ending 31 December 2014
11 Re-appointment of Vernon Barback, for a term Management For For
ending at the annual general meeting of the
Company in 2015 approving the statutory
accounts for the year ending 31 December 2014
12 Approval of the Directors' remuneration and Management For For
presentation of the report on the compensation of
the Chairman and the Board members pursuant
to article 60 of the Luxembourg Company Law
13 Appointment of PricewaterhouseCoopers S.a.r.l. Management For For
as auditors of the Company for the period ending
at the general meeting of shareholders approving
the statutory financial statements of the Company
for the year ending 31 December 2012
NORTHWESTERN CORPORATION
SECURITY 668074305 MEETING TYPE Annual
TICKER SYMBOL NWE MEETING DATE 25-Apr-2012
ISIN US6680743050 AGENDA 933557021 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 STEPHEN P. ADIK For For
2 DOROTHY M. BRADLEY For For
3 E. LINN DRAPER, JR. For For
4 DANA J. DYKHOUSE For For
5 JULIA L. JOHNSON For For
6 PHILIP L. MASLOWE For For
7 DENTON LOUIS PEOPLES For For
8 ROBERT C. ROWE For For
2. RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2012.
3. AN ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
NRG ENERGY, INC.
SECURITY 629377508 MEETING TYPE Annual
TICKER SYMBOL NRG MEETING DATE 25-Apr-2012
ISIN US6293775085 AGENDA 933559885 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A ELECTION OF DIRECTOR: JOHN F. Management For For
CHLEBOWSKI
1B ELECTION OF DIRECTOR: HOWARD E. Management For For
COSGROVE
1C ELECTION OF DIRECTOR: WILLIAM E. Management For For
HANTKE
1D ELECTION OF DIRECTOR: ANNE C. Management For For
SCHAUMBURG
2 TO APPROVE THE AMENDMENT TO NRG Management For For
ENERGY, INC.'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO
DECLASSIFY THE BOARD OF DIRECTORS
3 TO ADOPT THE NRG ENERGY, INC. Management For For
AMENDED AND RESTATED EMPLOYEE
STOCK PURCHASE PLAN
4 TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS
5 TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR 2012
ORC GROUP AB, STOCKHOLM
SECURITY W6202W107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 26-Apr-2012
ISIN SE0000634321 AGENDA 703681420 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT IMPORTANT MARKET PROCESSING Non-Voting
REQUIREMENT: A BENEFICIAL OWNER
SIGNED POWER OF-ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING-INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO-BE
REJECTED. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE-
REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL
VOTED-ACCOUNTS. IF AN ACCOUNT HAS
MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO-PROVIDE THE BREAKDOWN OF
EACH BENEFICIAL OWNER NAME, ADDRESS
AND SHARE-POSITION TO YOUR CLIENT
SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED-IN ORDER FOR
YOUR VOTE TO BE LODGED
CMMT PLEASE NOTE THAT NOT ALL SUB Non-Voting
CUSTODIANS IN SWEDEN ACCEPT ABSTAIN
AS A VALID-VOTE OPTION. THANK YOU
1 Opening of the meeting Non-Voting
2 Election of Chairman of the meeting: Lawyer (Sw. Non-Voting
advokat) Wilhelm Luning
3 Preparation and approval of the voting list Non-Voting
4 Approval of the agenda Non-Voting
5 Election of one or two persons to approve the Non-Voting
minutes
6 Determination of whether the meeting has been Non-Voting
duly convened
7 Presentation of the annual report and the Non-Voting
auditor's report and the-consolidated financial
statements and the auditor's report for the group
8.a Resolution regarding: Adoption of the profit and Management For For
loss account and the balance sheet and the
consolidated profit and loss account and
consolidated balance sheet
8.b Resolution regarding: Discharge from liability of Management For For
the Board of Directors and the Managing Director
8.c Resolution regarding: Allocation of the company's Management For For
profit or loss in accordance with the adopted
balance sheet
9 Determination of the number of members of the Management For For
Board of Directors and Deputy Directors, if
applicable, and the number of auditors and
deputy auditors, if applicable, to be elected by the
Annual General Meeting
10 Determination of the remuneration to the Board Management For For
of Directors and the auditors
11 Election of the Board of Directors: Cidron Delfi Management For For
Intressenter AB proposes re-election of Christian
Frick, Per E. Larsson and Fredrik Naslund as
members of the Board of Directors, and that
Daniel Berglund shall be re-elected as Deputy
Director, up to an including the next Annual
General Meeting
12 Election of auditor: Cidron Delfi Intressenter AB Management For For
proposes re-election of Ernst & Young AB as
auditor up to and including the next Annual
General Meeting. Ernst & Young AB has notified
that the authorized public auditor Ola Wahlquist
is intended to be appointed auditor in charge
13 Other questions Non-Voting
14 Closing of the meeting Non-Voting
UCB SA, BRUXELLES
SECURITY B93562120 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 26-Apr-2012
ISIN BE0003739530 AGENDA 703690188 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT IMPORTANT MARKET PROCESSING Non-Voting
REQUIREMENT: A BENEFICIAL OWNER
SIGNED POWER OF-ATTORNEY (POA) MAY
BE REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING-INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO-BE
REJECTED. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE-
REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL
VOTED-ACCOUNTS. IF AN ACCOUNT HAS
MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO-PROVIDE THE BREAKDOWN OF
EACH BENEFICIAL OWNER NAME, ADDRESS
AND SHARE-POSITION TO YOUR CLIENT
SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED-IN ORDER FOR
YOUR VOTE TO BE LODGED
1 Report of the board of directors Non-Voting
2 Report of the auditor Non-Voting
3 Presentation of the consolidated accounts of the Non-Voting
UCB Group
4 Approval of the annual accounts of UCB SA and Management For For
allocation of profits or losses: The Meeting
approves the annual accounts of UCB SA at 31
December 2011 and the allocation of the profits
reflected therein
5 Approval of the remuneration report: The Meeting Management For For
approves the remuneration report of UCB SA
6 Discharge of the directors: The Meeting gives a Management For For
discharge to the directors for the exercise of their
mandate during the financial year closed on 31
December 2011
7 Discharge of the auditor: The Meeting gives a Management For For
discharge to the auditor for the exercise of its
mandate during the financial year closed on 31
December 2011
8.1 Appointment pursuant to the articles of Management For For
association: The Meeting reappoints Tom
McKillop as a director for a period of four years
as provided by the articles of association
8.2 Appointment pursuant to the articles of Management For For
association: The Meeting acknowledges the
position of Tom McKillop as an independent
director according to the independence criteria
provided by law and by the board of directors.
Tom McKillop has confirmed that he complies
with the independency requirements set out in
article 526ter of the Belgian Companies' Code
8.3 Appointment pursuant to the articles of Management For For
association: The Meeting appoints Charles-
Antoine Janssen as a director for a period of four
years as provided by the articles of association
8.4 Appointment pursuant to the articles of Management For For
association: The Meeting appoints Harriet
Edelman as a director for a period of four years
as provided by the articles of association
8.5 Appointment pursuant to the articles of Management For For
association: The Meeting acknowledges the
position of Harriet Edelman as an independent
director according to the independence criteria
provided by law and by the board of directors.
Harriet Edelman has confirmed that she complies
with the independency requirements set out in
article 526ter of the Belgian Companies' Code
8.6 Appointment pursuant to the articles of Management For For
association: Upon proposal of the Audit
Committee and upon presentation of the Works
Council, the Meeting re-appoints PwC
Bedrijfsrevisoren bcvba / Reviseurs d'Entreprises
sccrl as auditor for the statutory period. The
Meeting fixes the yearly fees of the auditor at
405.000 EUR, for a period of three years. PwC
Bedrijfsrevisoren bcvba / Reviseurs d'Entreprises
sccrl will be represented by Jean Fossion as
permanent representative
9 The Meeting approves the decision of the board Management For For
of directors to allocate a number of 302,390 to
376,790 maximum free shares: of which 153,590
maximum to Senior Executives, namely to about
40 individuals, according to allocation criteria
linked to the level of responsibility of those
concerned. The allocations of these free shares
will take place on completion of the condition that
the interested parties remain employed within the
UCB Group for a period of at least 3 years after
the grant of awards; of which 148,800 maximum
to Senior Executives qualifying for the
Performance Share Plan and for which pay-out
will occur after a three year vesting period and
will vary from 0% to 150% of the granted amount
depending on the level of achievement of the
performance conditions set by UCB SA at the
moment of grant
10 Change of control provision - Syndicated RCF: Management For For
Pursuant to article 556 of the Belgian Companies'
Code, the Meeting approves the change of
control clause as provided for in the Revolving
Facility Agreement under which any and all of the
lenders can, in certain circumstances, cancel
their commitments and require repayment of their
participations in the loans, together with accrued
interest and all other amounts accrued and
outstanding thereunder, following a change of
control of UCB SA
11 Change of control provision - EIB loan: Pursuant Management For For
to article 556 of the Belgian Companies' Code,
the Meeting approves the change of control
clause in the draft Finance Contract whereby the
loan, together with accrued interest and all other
amounts accrued and outstanding thereunder,
could in certain circumstances become
immediately due and payable - at the discretion
of the European Investment Bank - following a
change of control of UCB SA, provided that the
UCB SA effectively enters into the Finance
Contract
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO MODIFICATION OF TEXT IN
RESOLUTION-11. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FO-RM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
STATOIL FUEL & RETAIL ASA, OSLO
SECURITY R4446F101 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 26-Apr-2012
ISIN NO0010584063 AGENDA 703697675 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT IMPORTANT MARKET PROCESSING Non-Voting
REQUIREMENT: A BENEFICIAL OWNER
SIGNED POWER OF-ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING-INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO-BE
REJECTED. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE-
REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL
VOTED-ACCOUNTS. IF AN ACCOUNT HAS
MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO-PROVIDE THE BREAKDOWN OF
EACH BENEFICIAL OWNER NAME, ADDRESS
AND SHARE-POSITION TO YOUR CLIENT
SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED-IN ORDER FOR
YOUR VOTE TO BE LODGED
CMMT SHARES HELD IN AN OMNIBUS/NOMINEE Non-Voting
ACCOUNT NEED TO BE RE-REGISTERED IN
THE-BENEFICIAL OWNERS NAME TO BE
ALLOWED TO VOTE AT MEETINGS. SHARES
WILL BE-TEMPORARILY TRANSFERRED TO A
SEPARATE ACCOUNT IN THE BENEFICIAL
OWNER'S NAME-ON THE PROXY DEADLINE
AND TRANSFERRED BACK TO THE
OMNIBUS/NOMINEE ACCOUNT THE-DAY
AFTER THE MEETING.
1 Opening of the Annual General Meeting by the Non-Voting
Chair of the Board, including-registration of
shareholders present
2 Election of meeting chair and a person to co-sign Management No Action
the minutes together with the meeting chair
3 Approval of the notice of meeting and agenda Management No Action
4 Information about the business Non-Voting
5 Approval of the annual accounts for 2011 and the Management No Action
Board of Directors' report, including approval of
the dividend for the accounting year 2011, at
NOK 1,80 per share
6 Authorisation of the Board of Directors to acquire Management No Action
the Company's shares in the market for
implementation of the share savings plan for
employees and the management
7 Authorisation to acquire shares in the market for Management No Action
subsequent cancellation
8 Discussion of the Board of Directors' statement Management No Action
regarding establishment of salaries and other
remuneration to key personnel, CF Section 6-16
a of the Public Limited Companies Act
9 Election of external auditor: KPMG is elected as Management No Action
the external auditor for Statoil Fuel & Retail ASA
and the Group
10 Approval of remuneration to the auditor Management No Action
11 Election of members of the Board of Directors: Management No Action
Birger Magnus is elected as member and Chair
of the Board of Directors for a period of up to two
years. Marthe Hoff is elected as member of the
Board of Directors for a period of up to two years.
Per Bjorgas is elected as member of the Board of
Directors for a period of up to two years. Ann-
Charlotte Lunden is elected as member of the
Board of Directors for a period of up to two years.
Jon Arnt Jacobsen is elected as member of the
Board of Directors for a period of up to two years
12 Establishment of remuneration to the Board of Management No Action
Directors
CORNING INCORPORATED
SECURITY 219350105 MEETING TYPE Annual
TICKER SYMBOL GLW MEETING DATE 26-Apr-2012
ISIN US2193501051 AGENDA 933560446 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: JOHN SEELY Management For For
BROWN
1B. ELECTION OF DIRECTOR: STEPHANIE A. Management For For
BURNS
1C. ELECTION OF DIRECTOR: JOHN A. CANNING, Management For For
JR.
1D. ELECTION OF DIRECTOR: RICHARD T. Management For For
CLARK
1E. ELECTION OF DIRECTOR: JAMES B. FLAWS Management For For
1F. ELECTION OF DIRECTOR: GORDON GUND Management For For
1G. ELECTION OF DIRECTOR: KURT M. Management For For
LANDGRAF
1H. ELECTION OF DIRECTOR: DEBORAH D. Management For For
RIEMAN
1I. ELECTION OF DIRECTOR: H. ONNO RUDING Management For For
1J. ELECTION OF DIRECTOR: MARK S. Management For For
WRIGHTON
2. APPROVAL OF THE COMPANY'S EXECUTIVE Management Abstain Against
COMPENSATION.
3. RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
CORNING'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
4. APPROVAL OF CORNING INCORPORATED Management For For
2012 LONG-TERM INCENTIVE PLAN.
5. AMENDMENT AND RESTATEMENT OF Management For For
CERTIFICATE OF INCORPORATION TO
REMOVE PROVISIONS REQUIRING
SUPERMAJORITY VOTE OF
SHAREHOLDERS.
DIEBOLD, INCORPORATED
SECURITY 253651103 MEETING TYPE Annual
TICKER SYMBOL DBD MEETING DATE 26-Apr-2012
ISIN US2536511031 AGENDA 933563860 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 DIRECTOR Management
1 PATRICK W. ALLENDER For For
2 BRUCE L. BYRNES For For
3 MEI-WEI CHENG For For
4 PHILLIP R. COX For For
5 RICHARD L. CRANDALL For For
6 GALE S. FITZGERALD For For
7 JOHN N. LAUER For For
8 RAJESH K. SOIN For For
9 THOMAS W. SWIDARSKI For For
10 HENRY D.G. WALLACE For For
11 ALAN J. WEBER For For
2 TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS INDEPENDENT REGISTERED
ACCOUNTING FIRM FOR THE YEAR 2012.
3 TO APPROVE, ON AN ADVISORY BASIS, Management Abstain Against
NAMED EXECUTIVE OFFICER
COMPENSATION.
EBAY INC.
SECURITY 278642103 MEETING TYPE Annual
TICKER SYMBOL EBAY MEETING DATE 26-Apr-2012
ISIN US2786421030 AGENDA 933573760 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: MARC L. Management For For
ANDREESSEN
1B. ELECTION OF DIRECTOR: WILLIAM C. FORD, JR. Management For For
1C. ELECTION OF DIRECTOR: DAWN G. LEPORE Management For For
1D. ELECTION OF DIRECTOR: KATHLEEN C. Management For For
MITIC
1E. ELECTION OF DIRECTOR: PIERRE M. Management For For
OMIDYAR
2. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS
3. APPROVE AMENDMENT & RESTATEMENT OF Management Against Against
2008 EQUITY INCENTIVE AWARD PLAN,
INCLUDING AN AMENDMENT TO INCREASE
THE AGGREGATE NUMBER OF SHARES
AUTHORIZED FOR ISSUANCE UNDER PLAN
BY 16.5 MILLION SHARES
4. TO APPROVE OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN.
5. TO ADOPT AND APPROVE AN AMENDMENT Management For For
TO OUR AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO
DECLASSIFY OUR BOARD OF DIRECTORS
AND PROVIDE FOR THE ANNUAL ELECTION
OF DIRECTORS.
6. AMENDMENT TO OUR AMENDED & Management For For
RESTATED CERTIFICATE OF
INCORPORATION TO PROVIDE
STOCKHOLDERS WITH THE RIGHT TO CALL
A SPECIAL MEETING
7. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS FOR OUR FISCAL
YEAR ENDING DECEMBER 31, 2012
NYSE EURONEXT
SECURITY 629491101 MEETING TYPE Annual
TICKER SYMBOL NYX MEETING DATE 26-Apr-2012
ISIN US6294911010 AGENDA 933582757 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: ANDRE BERGEN Management For For
1B. ELECTION OF DIRECTOR: ELLYN L. BROWN Management For For
1C. ELECTION OF DIRECTOR: MARSHALL N. Management For For
CARTER
1D. ELECTION OF DIRECTOR: DOMINIQUE Management For For
CERUTTI
1E. ELECTION OF DIRECTOR: PATRICIA M. Management For For
CLOHERTY
1F. ELECTION OF DIRECTOR: SIR GEORGE COX Management For For
1G. ELECTION OF DIRECTOR: SYLVAIN HEFES Management For For
1H. ELECTION OF DIRECTOR: JAN-MICHIEL Management For For
HESSELS
1I. ELECTION OF DIRECTOR: DUNCAN M. Management For For
MCFARLAND
1J. ELECTION OF DIRECTOR: JAMES J. Management For For
MCNULTY
1K. ELECTION OF DIRECTOR: DUNCAN L. Management For For
NIEDERAUER
1L. ELECTION OF DIRECTOR: RICARDO Management For For
SALGADO
1M. ELECTION OF DIRECTOR: ROBERT G. SCOTT Management For For
1N. ELECTION OF DIRECTOR: JACKSON P. TAI Management For For
1O. ELECTION OF DIRECTOR: RIJNHARD VAN Management For For
TETS
1P. ELECTION OF DIRECTOR: SIR BRIAN Management For For
WILLIAMSON
2. TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS NYSE
EURONEXT'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2012.
3. ADVISORY VOTE TO APPROVE THE Management Abstain Against
COMPANY'S EXECUTIVE COMPENSATION
(THE "SAY-ON-PAY" PROPOSAL).
4. THE STOCKHOLDER PROPOSAL TO GIVE Shareholder Against For
HOLDERS OF 10% OF THE OUTSTANDING
COMMON STOCK THE POWER TO CALL A
SPECIAL STOCKHOLDER MEETING (THE
STEINER PROPOSAL).
ATLAS ENERGY L P
SECURITY 04930A104 MEETING TYPE Annual
TICKER SYMBOL ATLS MEETING DATE 26-Apr-2012
ISIN US04930A1043 AGENDA 933594409 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 DENNIS A. HOLTZ For For
2 WILLIAM G. KARIS For For
3 HARVEY G. MAGARICK For For
2. RATIFICATION OF THE SELECTION OF Management For For
GRANT THORNTON LLP AS THE
PARTNERSHIP'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR 2012
3. APPROVAL OF THE COMPENSATION OF OUR Management Abstain Against
EXECUTIVE OFFICERS INCLUDING OUR
COMPENSATION PRACTICES AND
PRINCIPLES AND THEIR IMPLEMENTATION
4. FREQUENCY OF ADVISORY VOTES ON Management Abstain Against
EXECUTIVE COMPENSATION. *PLEASE
SELECT ONLY ONE OPTION*
ZON MULTIMEDIA - SERVICOS DE TELECOMUNICACOES E MU
SECURITY X9819B101 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 27-Apr-2012
ISIN PTZON0AM0006 AGENDA 703684414 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE THAT VOTING IN Non-Voting
PORTUGUESE MEETINGS REQUIRES THE
DISCLOSURE OF-BENEFICIAL OWNER
INFORMATION, THROUGH DECLARATIONS
OF PARTICIPATION AND-VOTING.
BROADRIDGE WILL DISCLOSE THE
BENEFICIAL OWNER INFORMATION FOR
YOUR-VOTED ACCOUNTS. ADDITIONALLY,
PORTUGUESE LAW DOES NOT PERMIT
BENEFICIAL-OWNERS TO VOTE
INCONSISTENTLY ACROSS THEIR
HOLDINGS. OPPOSING VOTES MAY BE-
REJECTED SUMMARILY BY THE COMPANY
HOLDING THIS BALLOT. PLEASE CONTACT
YOUR-CLIENT SERVICE REPRESENTATIVE
FOR FURTHER DETAILS.
1 To decide on the individual and consolidated Management For For
management report, balance sheet and
accounts, and corporate governance report for
2011
2 To decide on the proposed application and Management For For
distribution of results
3 To decide on the overall assessment of the Management For For
company's board of directors and supervisory
bodies
4 To decide: (i) to alter article 9 points 2 and 3 of Management For For
the articles of association; (ii) the elimination of
article 11 point 1 paragraph b) of the articles of
association and renumber the other paragraphs
in that provision (iii) to alter article 11 points
2, 3 and 4 of the articles of association
5 To decide on the remuneration committee Management For For
statement about the remuneration policy for
board and supervisory body members
6 To decide on the acquisition and disposal of own Management For For
shares
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO CHANGE IN RECORD DATE FROM 19
APR 2-012 TO 20 APR 2012. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT RETU-RN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THAN-K YOU.
PORTUGAL TELECOM SGPS SA, LISBOA
SECURITY X6769Q104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 27-Apr-2012
ISIN PTPTC0AM0009 AGENDA 703690190 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE THAT VOTING IN Non-Voting
PORTUGUESE MEETINGS REQUIRES THE
DISCLOSURE OF-BENEFICIAL OWNER
INFORMATION, THROUGH DECLARATIONS
OF PARTICIPATION AND-VOTING.
BROADRIDGE WILL DISCLOSE THE
BENEFICIAL OWNER INFORMATION FOR
YOUR-VOTED ACCOUNTS. ADDITIONALLY,
PORTUGUESE LAW DOES NOT PERMIT
BENEFICIAL-OWNERS TO VOTE
INCONSISTENTLY ACROSS THEIR
HOLDINGS. OPPOSING VOTES MAY BE-
REJECTED SUMMARILY BY THE COMPANY
HOLDING THIS BALLOT. PLEASE CONTACT
YOUR-CLIENT SERVICE REPRESENTATIVE
FOR FURTHER DETAILS.
CMMT PLEASE NOTE IN THE EVENT THE MEETING Non-Voting
DOES NOT REACH QUORUM, THERE WILL
BE A-SECOND CALL ON 11 MAY 2012.
CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL-REMAIN VALID FOR ALL
CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU.
1 To resolve on the management report, balance Management For For
sheet and accounts for the year 2011
2 To resolve on the consolidated management Management For For
report, balance sheet and accounts for the year
2011
3 To resolve on the proposal for application of Management For For
profits and distribution of reserves
4 To resolve on a general appraisal of the Management For For
Company's management and supervision
5 To resolve on the election of the members of the Management For For
corporate bodies and of the Compensation
Committee for the term of office of 2012-2014
6 To resolve on the election of the effective and Management For For
alternate Statutory Auditor for the term of office
of 2012-2014
7 To resolve on the acquisition and disposal of own Management For For
shares
8 To resolve, pursuant to article 8, number 4, of the Management For For
Articles of Association, on the parameters
applicable in the event of any issuance of bonds
convertible into shares that may be resolved
upon by the Board of Directors
9 To resolve on the suppression of the pre-emptive Management Against Against
right of the Shareholders in the subscription of
any issuance of convertible bonds as referred to
under item 8 hereof, as may be resolved upon by
the Board of Directors
10 To resolve on the renewal of the authorization Management For For
granted to the Board of Directors to increase the
share capital by contributions in cash, in
accordance with number 3 of article 4 of the
Articles of Association
11 To resolve on the issuance of bonds and other Management For For
securities, of whatever nature, by the Board of
Directors, and notably on the fixing of the value of
such securities, in accordance with articles 8,
number 3 and 15, number 1, paragraph e), of the
Articles of Association
12 To resolve on the acquisition and disposal of own Management For For
bonds and other own securities
13 To resolve on the statement of the Compensation Management For For
Committee on the remuneration policy for the
members of the management and supervisory
bodies of the Company
14 To resolve on the creation of an ad hoc Management For For
commission to determine the remuneration of the
members of the Compensation Committee
RSC HOLDINGS INC
SECURITY 74972L102 MEETING TYPE Special
TICKER SYMBOL RRR MEETING DATE 27-Apr-2012
ISIN US74972L1026 AGENDA 933580145 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF DECEMBER 15,
2011, BY AND BETWEEN RSC HOLDINGS INC.
("RSC") AND UNITED RENTALS, INC.
2. TO APPROVE, ON AN ADVISORY, NON- Management Abstain Against
BINDING BASIS, CERTAIN AGREEMENTS OR
UNDERSTANDINGS WITH, AND ITEMS OF
COMPENSATION PAYABLE TO, RSC'S
NAMED EXECUTIVE OFFICERS THAT ARE
BASED ON OR OTHERWISE RELATED TO
THE MERGER.
3. TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING OF RSC STOCKHOLDERS,
IF NECESSARY OR APPROPRIATE, TO
PERMIT FURTHER SOLICITATION OF
PROXIES IN FAVOR OF THE ADOPTION OF
THE MERGER AGREEMENT.
MYERS INDUSTRIES, INC.
SECURITY 628464109 MEETING TYPE Contested-Annual
TICKER SYMBOL MYE MEETING DATE 27-Apr-2012
ISIN US6284641098 AGENDA 933582404 - Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 RICHARD L. BREADY For For
2 ROBERT S. PRATHER, JR. For For
2. THE RATIFICATION OF THE BOARD'S Management For For
APPOINTMENT OF ERNST & YOUNG LLP AS
THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR
FISCAL 2012.
3. A NON-BINDING ADVISORY VOTE ON Management Against For
EXECUTIVE COMPENSATION.
RADVISION LTD.
SECURITY M81869105 MEETING TYPE Special
TICKER SYMBOL RVSN MEETING DATE 30-Apr-2012
ISIN IL0010843832 AGENDA 933588571 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. TO APPROVE AND ADOPT THE MERGER Management For For
AGREEMENT, DATED AS OF MARCH 14, 2012
(THE "MERGER AGREEMENT"), BY AND
AMONG AVAYA INC. ("AVAYA"), SONIC
ACQUISITION LTD. ("MERGER SUB"), A
WHOLLY-OWNED INDIRECT SUBSIDIARY OF
AVAYA, AND THE COMPANY, AND APPROVE
THE MERGER AND ALL OTHER
TRANSACTIONS CONTEMPLATED BY THE
MERGER AGREEMENT.
2A. TO APPROVE AN AMENDMENT TO THE Management For For
INDEMNIFICATION AGREEMENTS BETWEEN
THE COMPANY AND THE COMPANY'S
DIRECTORS WHO ARE NOT CONSIDERED
CONTROLLING SHAREHOLDERS OF THE
COMPANY OR RELATED TO THEM.
2B. TO APPROVE AN AMENDMENT TO THE Management For For
INDEMNIFICATION AGREEMENTS BETWEEN
THE COMPANY AND THE COMPANY'S
DIRECTORS AND OFFICERS WHO ARE
CONSIDERED CONTROLLING
SHAREHOLDERS OF THE COMPANY OR
RELATED TO THEM.
3A. TO APPROVE AN INCREASE IN THE Management For For
AGGREGATE COVERAGE AVAILABLE UNDER
CURRENT DIRECTORS' AND OFFICERS'
LIABILITY INSURANCE POLICY FROM
$15,000,000 TO $30,000,000, TO BE
PROVIDED TO DIRECTORS SERVING FROM
TIME TO TIME IN SUCH CAPACITY WHO ARE
NOT CONSIDERED CONTROLLING
SHAREHOLDERS OR RELATED TO THE
THEM.
3B. TO APPROVE AN INCREASE IN THE Management For For
AGGREGATE COVERAGE AVAILABLE UNDER
CURRENT DIRECTORS' AND OFFICERS'
LIABILITY INSURANCE POLICY FROM
$15,000,000 TO $30,000,000, TO BE
PROVIDED TO DIRECTORS AND OFFICERS
SERVING FROM TIME TO TIME IN SUCH
CAPACITY WHO ARE CONSIDERED
CONTROLLING SHAREHOLDERS OR
RELATED TO THEM.
AGL RESOURCES INC.
SECURITY 001204106 MEETING TYPE Annual
TICKER SYMBOL GAS MEETING DATE 01-May-2012
ISIN US0012041069 AGENDA 933558819 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 SANDRA N. BANE For For
2 THOMAS D. BELL, JR. For For
3 NORMAN R. BOBINS For For
4 CHARLES R. CRISP For For
5 BRENDA J. GAINES For For
6 ARTHUR E. JOHNSON For For
7 WYCK A. KNOX, JR. For For
8 DENNIS M. LOVE For For
9 C.H. "PETE" MCTIER For For
10 DEAN R. O'HARE For For
11 ARMANDO J. OLIVERA For For
12 JOHN E. RAN For For
13 JAMES A. RUBRIGHT For For
14 JOHN W. SOMERHALDER II For For
15 BETTINA M. WHYTE For For
16 HENRY C. WOLF For For
2. THE RATIFICATION OF THE APPOINTMENT Management For For
OF PRICEWATERHOUSECOOPERS LLP AS
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012.
3. THE APPROVAL OF A NON-BINDING Management Abstain Against
RESOLUTION TO APPROVE THE
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
ALLERGAN, INC.
SECURITY 018490102 MEETING TYPE Annual
TICKER SYMBOL AGN MEETING DATE 01-May-2012
ISIN US0184901025 AGENDA 933565826 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: DAVID E.I. PYOTT Management For For
1B. ELECTION OF DIRECTOR: HERBERT W. Management For For
BOYER, PH.D.
1C. ELECTION OF DIRECTOR: DEBORAH Management For For
DUNSIRE, M.D.
1D. ELECTION OF DIRECTOR: MICHAEL R. Management For For
GALLAGHER
1E. ELECTION OF DIRECTOR: DAWN HUDSON Management For For
1F. ELECTION OF DIRECTOR: ROBERT A. Management For For
INGRAM
1G. ELECTION OF DIRECTOR: TREVOR M. Management For For
JONES, PH.D.
1H. ELECTION OF DIRECTOR: LOUIS J. LAVIGNE, Management For For
JR.
1I. ELECTION OF DIRECTOR: RUSSELL T. RAY Management For For
1J. ELECTION OF DIRECTOR: STEPHEN J. RYAN, Management For For
M.D.
2. RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR 2012.
3. ADVISORY VOTE ON THE COMPENSATION Management Abstain Against
OF OUR NAMED EXECUTIVE OFFICERS.
4. STOCKHOLDER PROPOSAL, IF PROPERLY Shareholder Against For
PRESENTED AT THE ANNUAL MEETING
(SPECIAL STOCKHOLDER MEETINGS).
INTERNATIONAL FLAVORS & FRAGRANCES INC.
SECURITY 459506101 MEETING TYPE Annual
TICKER SYMBOL IFF MEETING DATE 01-May-2012
ISIN US4595061015 AGENDA 933566070 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: MARCELLO Management For For
BOTTOLI
1B. ELECTION OF DIRECTOR: LINDA B. BUCK Management For For
1C. ELECTION OF DIRECTOR: J. MICHAEL COOK Management For For
1D. ELECTION OF DIRECTOR: ROGER W. Management For For
FERGUSON, JR.
1E. ELECTION OF DIRECTOR: ANDREAS FIBIG Management For For
1F. ELECTION OF DIRECTOR: ALEXANDRA A. Management For For
HERZAN
1G. ELECTION OF DIRECTOR: HENRY W. Management For For
HOWELL, JR.
1H. ELECTION OF DIRECTOR: KATHERINE M. Management For For
HUDSON
1I. ELECTION OF DIRECTOR: ARTHUR C. Management For For
MARTINEZ
1J. ELECTION OF DIRECTOR: DALE F. Management For For
MORRISON
1K. ELECTION OF DIRECTOR: DOUGLAS D. Management For For
TOUGH
2. TO RATIFY SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2012.
3. ADVISORY VOTE TO APPROVE THE Management Abstain Against
COMPENSATION PAID TO THE COMPANY'S
NAMED EXECUTIVE OFFICERS IN 2011.
CINCINNATI BELL INC.
SECURITY 171871403 MEETING TYPE Annual
TICKER SYMBOL CBBPRB MEETING DATE 01-May-2012
ISIN US1718714033 AGENDA 933567402 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: PHILLIP R. COX Management For For
1B. ELECTION OF DIRECTOR: BRUCE L. BYRNES Management For For
1C. ELECTION OF DIRECTOR: JOHN F. CASSIDY Management For For
1D. ELECTION OF DIRECTOR: JAKKI L. Management For For
HAUSSLER
1E. ELECTION OF DIRECTOR: CRAIG F. MAIER Management For For
1F. ELECTION OF DIRECTOR: ALAN R. Management For For
SCHRIBER
1G. ELECTION OF DIRECTOR: ALEX SHUMATE Management For For
1H. ELECTION OF DIRECTOR: LYNN A. Management For For
WENTWORTH
1I. ELECTION OF DIRECTOR: GARY J. Management For For
WOJTASZEK
1J. ELECTION OF DIRECTOR: JOHN M. ZRNO Management For For
2. TO APPROVE, BY NON-BINDING VOTE, Management For For
EXECUTIVE COMPENSATION.
3. TO REAPPROVE THE MATERIAL TERMS OF Management For For
THE PERFORMANCE GOALS OF THE
CINCINNATI BELL INC. 2007 LONG TERM
INCENTIVE PLAN.
4. TO APPROVE THE AMENDMENT TO THE Management For For
CINCINNATI BELL INC. 2007 STOCK OPTION
PLAN FOR NON-EMPLOYEE DIRECTORS.
5. RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL 2012.
GREAT PLAINS ENERGY INCORPORATED
SECURITY 391164100 MEETING TYPE Annual
TICKER SYMBOL GXP MEETING DATE 01-May-2012
ISIN US3911641005 AGENDA 933568581 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 TERRY BASSHAM For For
2 DAVID L. BODDE For For
3 MICHAEL J. CHESSER For For
4 R.C. FERGUSON, JR. For For
5 GARY D. FORSEE For For
6 THOMAS D. HYDE For For
7 JAMES A. MITCHELL For For
8 JOHN J. SHERMAN For For
9 LINDA H. TALBOTT For For
10 ROBERT H. WEST For For
2. TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS.
3. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR 2012.
HESS CORPORATION
SECURITY 42809H107 MEETING TYPE Annual
TICKER SYMBOL HES MEETING DATE 02-May-2012
ISIN US42809H1077 AGENDA 933570699 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1.1 ELECTION OF DIRECTOR: J.B. HESS Management For For
1.2 ELECTION OF DIRECTOR: S.W. BODMAN Management For For
1.3 ELECTION OF DIRECTOR: R. LAVIZZO Management For For
MOUREY
1.4 ELECTION OF DIRECTOR: C.G. MATTHEWS Management For For
1.5 ELECTION OF DIRECTOR: E.H. VON Management For For
METZSCH
2. RATIFICATION OF THE SELECTION OF Management For For
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS FOR FISCAL YEAR ENDING
DECEMBER 31, 2012.
3. ADVISORY APPROVAL OF THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
4. APPROVAL OF AN AMENDMENT TO THE 2008 Management For For
LONG-TERM INCENTIVE PLAN.
5. STOCKHOLDER PROPOSAL Shareholder For
RECOMMENDING THAT THE BOARD OF
DIRECTORS TAKE ACTION TO DECLASSIFY
THE BOARD.
THOMAS & BETTS CORPORATION
SECURITY 884315102 MEETING TYPE Special
TICKER SYMBOL TNB MEETING DATE 02-May-2012
ISIN US8843151023 AGENDA 933590766 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. TO APPROVE THE AGREEMENT AND PLAN Management For For
OF MERGER DATED AS OF JANUARY 29,
2012 AMONG THOMAS & BETTS
CORPORATION, ABB LTD AND EDISON
ACQUISITION CORPORATION, AS IT MAY BE
AMENDED FROM TIME TO TIME.
2. TO APPROVE AN ADJOURNMENT OF THE Management For For
SPECIAL MEETING OF SHAREHOLDERS IF
NECESSARY OR APPROPRIATE, IN THE
VIEW OF THE BOARD OF DIRECTORS, TO
SOLICIT ADDITIONAL PROXIES IN FAVOR OF
PROPOSAL 1 IF THERE ARE NOT
SUFFICIENT VOTES AT THE TIME OF SUCH
ADJOURNMENT TO APPROVE PROPOSAL 1.
3. TO APPROVE, ON A NON-BINDING, Management For For
ADVISORY BASIS, CERTAIN COMPENSATION
TO BE PAID BY THOMAS & BETTS
CORPORATION TO ITS NAMED EXECUTIVE
OFFICERS THAT IS BASED ON OR
OTHERWISE RELATES TO THE MERGER.
VERIZON COMMUNICATIONS INC.
SECURITY 92343V104 MEETING TYPE Annual
TICKER SYMBOL VZ MEETING DATE 03-May-2012
ISIN US92343V1044 AGENDA 933561739 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: RICHARD L. Management For For
CARRION
1B. ELECTION OF DIRECTOR: MELANIE L. Management For For
HEALEY
1C. ELECTION OF DIRECTOR: M. FRANCES Management For For
KEETH
1D. ELECTION OF DIRECTOR: ROBERT W. LANE Management For For
1E. ELECTION OF DIRECTOR: LOWELL C. Management For For
MCADAM
1F. ELECTION OF DIRECTOR: SANDRA O. Management For For
MOOSE
1G. ELECTION OF DIRECTOR: JOSEPH Management For For
NEUBAUER
1H. ELECTION OF DIRECTOR: DONALD T. Management For For
NICOLAISEN
1I. ELECTION OF DIRECTOR: CLARENCE OTIS, Management For For
JR.
1J. ELECTION OF DIRECTOR: HUGH B. PRICE Management For For
1K. ELECTION OF DIRECTOR: RODNEY E. Management For For
SLATER
2. RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION
4. DISCLOSURE OF PRIOR GOVERNMENT Shareholder Against For
SERVICE
5. DISCLOSURE OF LOBBYING ACTIVITIES Shareholder Against For
6. VESTING OF PERFORMANCE STOCK UNITS Shareholder Against For
7. SHAREHOLDER RIGHT TO CALL A SPECIAL Shareholder Against For
MEETING
8. SHAREHOLDER ACTION BY WRITTEN Shareholder Against For
CONSENT
9. NETWORK NEUTRALITY FOR WIRELESS Shareholder Against For
BROADBAND
DIRECTV
SECURITY 25490A101 MEETING TYPE Annual
TICKER SYMBOL DTV MEETING DATE 03-May-2012
ISIN US25490A1016 AGENDA 933563769 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: RALPH BOYD, JR. Management For For
1B. ELECTION OF DIRECTOR: DAVID DILLON Management For For
1C. ELECTION OF DIRECTOR: SAMUEL DIPIAZZA, Management For For
JR.
1D. ELECTION OF DIRECTOR: DIXON DOLL Management For For
1E. ELECTION OF DIRECTOR: PETER LUND Management For For
1F. ELECTION OF DIRECTOR: NANCY NEWCOMB Management For For
1G. ELECTION OF DIRECTOR: LORRIE Management For For
NORRINGTON
2. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR DIRECTV FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2012.
3. TO AMEND THE SECOND AMENDED AND Management For For
RESTATED CERTIFICATE OF
INCORPORATION OF DIRECTV TO MAKE
CERTAIN CHANGES REGARDING THE
CAPITAL STOCK OF THE COMPANY,
INCLUDING THE RECLASSIFICATION OF
CLASS A AND CLASS B COMMON STOCK
AND THE INCREASE OF AUTHORIZED
SHARES OF COMMON STOCK FROM
3,947,000,000 TO 3,950,000,000.
4. AN ADVISORY VOTE TO APPROVE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVES.
5. SHAREHOLDER PROPOSAL TO ADOPT A Shareholder Against For
POLICY THAT THERE WOULD BE NO
ACCELERATION OF PERFORMANCE BASE
EQUITY AWARDS UPON A CHANGE IN
CONTROL.
BCE INC.
SECURITY 05534B760 MEETING TYPE Annual
TICKER SYMBOL BCE MEETING DATE 03-May-2012
ISIN CA05534B7604 AGENDA 933575841 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 B.K. ALLEN For For
2 A. BERARD For For
3 R.A. BRENNEMAN For For
4 S. BROCHU For For
5 R.E. BROWN For For
6 G.A. COPE For For
7 A.S. FELL For For
8 E.C. LUMLEY For For
9 T.C. O'NEILL For For
10 J. PRENTICE For For
11 R.C. SIMMONDS For For
12 C. TAYLOR For For
13 P.R. WEISS For For
02 APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS AUDITORS.
03 RESOLVED, ON AN ADVISORY BASIS AND Management For For
NOT TO DIMINISH THE ROLE AND
RESPONSIBILITIES OF THE BOARD OF
DIRECTORS, THAT THE SHAREHOLDERS
ACCEPT THE APPROACH TO EXECUTIVE
COMPENSATION DISCLOSED IN THE 2012
MANAGEMENT PROXY CIRCULAR DATED
MARCH 8, 2012 DELIVERED IN ADVANCE OF
THE 2012 ANNUAL GENERAL MEETING OF
SHAREHOLDERS OF BCE.
4A STOCK OPTIONS AND PERFORMANCE OF Shareholder Against For
EXECUTIVE OFFICERS.
4B PERFORMANCE-BASED COMPENSATION Shareholder Against For
DISCLOSURE.
4C FEES OF COMPENSATION ADVISORS Shareholder Against For
DISCLOSURE.
4D RISK MANAGEMENT COMMITTEE. Shareholder Against For
AVON PRODUCTS, INC.
SECURITY 054303102 MEETING TYPE Annual
TICKER SYMBOL AVP MEETING DATE 03-May-2012
ISIN US0543031027 AGENDA 933593786 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 DOUGLAS R. CONANT For For
2 W. DON CORNWELL For For
3 V. ANN HAILEY For For
4 FRED HASSAN For For
5 ANDREA JUNG For For
6 MARIA ELENA LAGOMASINO For For
7 ANN S. MOORE For For
8 GARY M. RODKIN For For
9 PAULA STERN For For
10 LAWRENCE A. WEINBACH For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
LAIRD PLC, LONDON
SECURITY G53508175 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 04-May-2012
ISIN GB00B1VNST91 AGENDA 703670023 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 To receive and adopt the Report of the Directors Management For For
and Accounts to 12/31/2011
2 To approve the Directors' Remuneration Report Management For For
3 To declare a final dividend Management For For
4 To re-elect Mr N J Keen as a Director Management For For
5 To re-elect Mr J C Silver as a Director Management For For
6 To re-elect Ms P Bell as a Director Management For For
7 To re-elect Sir Christopher Hum as a Director Management For For
8 To re-elect Professor M J Kelly as a Director Management For For
9 To re-elect Mr A J Reading as a Director Management For For
10 To re-appoint Ernst and Young LLP as Auditor Management For For
and to authorise the Board to fix their
remuneration
11 To give the Directors authority to allot shares Management For For
12 To disapply pre-emption rights Management Against Against
13 To authorise the Company to purchase its own Management For For
ordinary shares
14 To approve the notice period for extraordinary Management For For
general meetings
ACTELION LTD., ALLSCHWIL
SECURITY H0032X135 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 04-May-2012
ISIN CH0010532478 AGENDA 703705143 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT BLOCKING OF REGISTERED SHARES IS NOT Non-Voting
A LEGAL REQUIREMENT IN THE SWISS
MARKET,-SPECIFIC POLICIES AT THE
INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF T-HE VOTING
INSTRUCTION, IT IS POSSIBLE THAT A
MARKER MAY BE PLACED ON YOUR SHAR-
ES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF
YOU H-AVE CONCERNS REGARDING YOUR
ACCOUNTS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRE-SENTATIVE.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF Non-Voting
THE MEETING NOTICE SENT UNDER
MEETING-935491, INCLUDING THE AGENDA.
TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST-BE NOTIFIED TO THE
COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RE-REGISTR-ATION
DEADLINE. PLEASE NOTE THAT THOSE
INSTRUCTIONS THAT ARE SUBMITTED
AFTER T-HE CUTOFF DATE WILL BE
PROCESSED ON A BEST EFFORT BASIS.
THANK YOU.
1 Approval of the business report consisting of the Management No Action
annual report, the annual statutory accounts and
the consolidated accounts as of 31 December
2011
2 Appropriation of available earnings and Management No Action
distribution against reserve from capital
contribution
3 Consultative vote on compensation report Management No Action
4 Discharge of the board of directors and of the Management No Action
senior management
5 Reduction of share capital by cancellation of Management No Action
repurchase shares
6.1 Re-election of Mr. Michael Jacobi as a board of Management No Action
director
6.2 Election of Prof. Dr. Peter Gruss as new board Management No Action
member
7 Election of the statutory auditors: Ernst and Management No Action
Young AG, Basel
8 Ad hoc Management No Action
ALCOA INC.
SECURITY 013817101 MEETING TYPE Annual
TICKER SYMBOL AA MEETING DATE 04-May-2012
ISIN US0138171014 AGENDA 933562298 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A ELECTION OF DIRECTOR: KATHRYN S. Management For For
FULLER
1B ELECTION OF DIRECTOR: JUDITH M. Management For For
GUERON
1C ELECTION OF DIRECTOR: PATRICIA F. Management For For
RUSSO
1D ELECTION OF DIRECTOR: ERNESTO Management For For
ZEDILLO
02 RATIFY THE INDEPENDENT AUDITOR Management For For
03 ADVISORY APPROVAL OF EXECUTIVE Management Abstain Against
COMPENSATION
04 ELIMINATE SUPER-MAJORITY VOTING Management For For
REQUIREMENT IN THE ARTICLES OF
INCORPORATION - ARTICLE SEVENTH (FAIR
PRICE PROTECTION)
05 ELIMINATE SUPER-MAJORITY VOTING Management For For
REQUIREMENT IN THE ARTICLES OF
INCORPORATION - ARTICLE EIGHTH
(DIRECTOR ELECTIONS)
06 ELIMINATE SUPER-MAJORITY VOTING Management For For
REQUIREMENT IN THE ARTICLES OF
INCORPORATION - ARTICLE EIGHTH
(REMOVAL OF DIRECTORS)
07 PHASE OUT THE CLASSIFIED BOARD BY Management For For
APPROVING AMENDMENTS TO THE
ARTICLES OF INCORPORATION
08 PERMIT SHAREHOLDER ACTION BY Management For For
WRITTEN CONSENT BY APPROVING
AMENDMENTS TO THE ARTICLES OF
INCORPORATION AND BY-LAWS
OCCIDENTAL PETROLEUM CORPORATION
SECURITY 674599105 MEETING TYPE Annual
TICKER SYMBOL OXY MEETING DATE 04-May-2012
ISIN US6745991058 AGENDA 933577768 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: SPENCER Management For For
ABRAHAM
1B. ELECTION OF DIRECTOR: HOWARD I. Management For For
ATKINS
1C. ELECTION OF DIRECTOR: STEPHEN I. Management For For
CHAZEN
1D. ELECTION OF DIRECTOR: EDWARD P. Management For For
DJEREJIAN
1E. ELECTION OF DIRECTOR: JOHN E. FEICK Management For For
1F. ELECTION OF DIRECTOR: MARGARET M. Management For For
FORAN
1G. ELECTION OF DIRECTOR: CARLOS M. Management For For
GUTIERREZ
1H. ELECTION OF DIRECTOR: RAY R. IRANI Management For For
1I. ELECTION OF DIRECTOR: AVEDICK B. Management For For
POLADIAN
1J. ELECTION OF DIRECTOR: AZIZ D. SYRIANI Management For For
1K. ELECTION OF DIRECTOR: ROSEMARY Management For For
TOMICH
2. ADVISORY VOTE APPROVING EXECUTIVE Management Abstain Against
COMPENSATION.
3. RATIFICATION OF SELECTION OF KPMG AS Management For For
INDEPENDENT AUDITORS.
4. REQUIRED NOMINATION OF DIRECTOR WITH Shareholder Against For
ENVIRONMENTAL EXPERTISE.
MEAD JOHNSON NUTRITION COMPANY
SECURITY 582839106 MEETING TYPE Annual
TICKER SYMBOL MJN MEETING DATE 04-May-2012
ISIN US5828391061 AGENDA 933580359 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: STEPHEN W. Management For For
GOLSBY
1B. ELECTION OF DIRECTOR: DR. STEVEN M. Management For For
ALTSCHULER
1C. ELECTION OF DIRECTOR: HOWARD B. Management For For
BERNICK
1D. ELECTION OF DIRECTOR: KIMBERLY A. Management For For
CASIANO
1E. ELECTION OF DIRECTOR: ANNA C. Management For For
CATALANO
1F. ELECTION OF DIRECTOR: DR. CELESTE A. Management For For
CLARK
1G. ELECTION OF DIRECTOR: JAMES M. Management For For
CORNELIUS
1H. ELECTION OF DIRECTOR: PETER G. Management For For
RATCLIFFE
1I. ELECTION OF DIRECTOR: DR. ELLIOTT Management For For
SIGAL
1J. ELECTION OF DIRECTOR: ROBERT S. Management For For
SINGER
2. ADVISORY APPROVAL OF NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION
3. THE RATIFICATION OF THE APPOINTMENT Management For For
OF DELOITTE & TOUCHE LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012
ARGO GROUP INTERNATIONAL HOLDINGS, LTD.
SECURITY G0464B107 MEETING TYPE Annual
TICKER SYMBOL AGII MEETING DATE 08-May-2012
ISIN BMG0464B1072 AGENDA 933561462 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 NABIL N. EL-HAGE For For
2 MURAL R. JOSEPHSON For For
3 GARY V. WOODS For For
02 TO CONSIDER AND APPROVE AN Management Against Against
AMENDMENT AND RESTATEMENT OF OUR
BYE-LAWS.
03 TO VOTE ON A PROPOSAL TO APPROVE, ON Management Abstain Against
AN ADVISORY, NON-BINDING BASIS, THE
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
04 TO CONSIDER AND APPROVE THE Management For For
RECOMMENDATION OF THE AUDIT
COMMITTEE OF OUR BOARD OF DIRECTORS
THAT ERNST & YOUNG LLP BE APPOINTED
AS OUR INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2012
AND TO REFER THE DETERMINATION OF
THE INDEPENDENT AUDITORS
REMUNERATION TO THE AUDIT COMMITTEE
OF OUR BOARD OF DIRECTORS.
ITT CORPORATION
SECURITY 450911201 MEETING TYPE Annual
TICKER SYMBOL ITT MEETING DATE 08-May-2012
ISIN US4509112011 AGENDA 933578467 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: DENISE L. RAMOS Management For For
1B. ELECTION OF DIRECTOR: FRANK T. Management For For
MACINNIS
1C. ELECTION OF DIRECTOR: ORLANDO D. Management For For
ASHFORD
1D. ELECTION OF DIRECTOR: PETER D'ALOIA Management For For
1E. ELECTION OF DIRECTOR: DONALD Management For For
DEFOSSET, JR.
1F. ELECTION OF DIRECTOR: CHRISTINA A. Management For For
GOLD
1G. ELECTION OF DIRECTOR: GENERAL PAUL J. Management For For
KERN
1H. ELECTION OF DIRECTOR: LINDA S. Management For For
SANFORD
1I. ELECTION OF DIRECTOR: DONALD J. Management For For
STEBBINS
1J. ELECTION OF DIRECTOR: MARKOS I. Management For For
TAMBAKERAS
2. RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS ITT'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012.
3. TO APPROVE, IN A NON-BINDING VOTE, THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
4. TO VOTE ON A SHAREHOLDER PROPOSAL Shareholder Against For
REQUESTING THAT THE COMPANY CHANGE
ITS STATE OF INCORPORATION FROM
INDIANA TO DELAWARE.
5. A SHAREHOLDER PROPOSAL REQUESTING Shareholder Against For
THAT WHENEVER POSSIBLE, THE
CHAIRMAN OF THE BOARD BE AN
INDEPENDENT DIRECTOR
6. TO VOTE ON A SHAREHOLDER PROPOSAL Shareholder Against For
REQUESTING THAT THE COMPANY AMEND,
WHERE APPLICABLE, ITS POLICIES
RELATED TO HUMAN RIGHTS.
KAYDON CORPORATION
SECURITY 486587108 MEETING TYPE Annual
TICKER SYMBOL KDN MEETING DATE 08-May-2012
ISIN US4865871085 AGENDA 933591148 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 MARK A. ALEXANDER For For
2 DAVID A. BRANDON For For
3 PATRICK P. COYNE For For
4 WILLIAM K. GERBER For For
5 TIMOTHY J. O'DONOVAN For For
6 JAMES O'LEARY For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP, THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS, FOR THE YEAR ENDING
DECEMBER 31, 2012.
3. TO APPROVE, BY NON-BINDING VOTE, Management Abstain Against
EXECUTIVE COMPENSATION.
EXELIS, INC
SECURITY 30162A108 MEETING TYPE Annual
TICKER SYMBOL XLS MEETING DATE 09-May-2012
ISIN US30162A1088 AGENDA 933574433 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: RALPH F. HAKE Management For For
1B. ELECTION OF DIRECTOR: DAVID F. Management For For
MELCHER
1C. ELECTION OF DIRECTOR: HERMAN E. BULLS Management For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2012.
3. APPROVAL OF AN AMENDMENT AND Management Against Against
RESTATEMENT OF THE EXELIS INC. 2011
OMNIBUS INCENTIVE PLAN TO INCREASE
THE NUMBER OF SHARES OF COMMON
STOCK RESERVED FOR ISSUANCE UNDER
THE PLAN TO 40 MILLION.
4. APPROVAL, IN A NON-BINDING VOTE, THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS AS DESCRIBED IN
THE 2012 PROXY STATEMENT.
5. TO DETERMINE, IN A NON-BINDING VOTE, Management Abstain Against
WHETHER A SHAREHOLDER VOTE TO
APPROVE THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS SHOULD
OCCUR EVERY ONE, TWO OR THREE
YEARS.
GENON ENERGY, INC.
SECURITY 37244E107 MEETING TYPE Annual
TICKER SYMBOL GEN MEETING DATE 09-May-2012
ISIN US37244E1073 AGENDA 933575651 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A ELECTION OF DIRECTOR: E. SPENCER Management For For
ABRAHAM
1B ELECTION OF DIRECTOR: TERRY G. DALLAS Management For For
1C ELECTION OF DIRECTOR: THOMAS H. Management For For
JOHNSON
1D ELECTION OF DIRECTOR: STEVEN L. MILLER Management For For
1E ELECTION OF DIRECTOR: ELIZABETH A. Management For For
MOLER
1F ELECTION OF DIRECTOR: EDWARD R. Management For For
MULLER
1G ELECTION OF DIRECTOR: ROBERT C. Management For For
MURRAY
1H ELECTION OF DIRECTOR: LAREE E. PEREZ Management For For
1I ELECTION OF DIRECTOR: EVAN J. Management For For
SILVERSTEIN
1J ELECTION OF DIRECTOR: WILLIAM L. Management For For
THACKER
2 RATIFY THE AUDIT COMMITTEE'S Management For For
SELECTION OF KPMG LLP AS OUR
INDEPENDENT AUDITORS FOR FISCAL YEAR
2012.
3 CONSIDER AN ADVISORY VOTE ON THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVES.
4 CONSIDER A STOCKHOLDER PROPOSAL, IF Shareholder Against For
PROPERLY PRESENTED AT THE MEETING,
DESCRIBED IN THE PROXY MATERIALS.
FISHER COMMUNICATIONS, INC.
SECURITY 337756209 MEETING TYPE Annual
TICKER SYMBOL FSCI MEETING DATE 09-May-2012
ISIN US3377562091 AGENDA 933600202 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 PAUL A. BIBLE* For For
2 MATTHEW GOLDFARB* For For
3 FRANK P. WILLEY* For For
4 PETER E. MURPHY** For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012.
3. APPROVAL ON ADVISORY BASIS OF THE Management For For
COMPANY'S EXECUTIVE COMPENSATION.
SGL CARBON SE, WIESBADEN
SECURITY D6949M108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 10-May-2012
ISIN DE0007235301 AGENDA 703697562 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTI-ON WITH SPECIFIC ITEMS OF
THE AGENDA FOR THE GENERAL MEETING
YOU ARE NOT ENTIT-LED TO EXERCISE
YOUR VOTING RIGHTS. FURTHER, YOUR
VOTING RIGHT MIGHT BE EXCLUD-ED WHEN
YOUR SHARE IN VOTING RIGHTS HAS
REACHED CERTAIN THRESHOLDS AND YOU
HAV-E NOT COMPLIED WITH ANY OF YOUR
MANDATORY VOTING RIGHTS
NOTIFICATIONS PURSUANT-TO THE
GERMAN SECURITIES TRADING ACT
(WHPG). FOR QUESTIONS IN THIS REGARD
PLE-ASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE FOR CLARIFICATION. IF
YOU DO NO-T HAVE ANY INDICATION
REGARDING SUCH CONFLICT OF INTEREST,
OR ANOTHER EXCLUSIO-N FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL.
THANK YOU.
PLEASE NOTE THAT THE TRUE RECORD Non-Voting
DATE FOR THIS MEETING IS 19 APR 2012,
WHEREAS-THE MEETING HAS BEEN SETUP
USING THE ACTUAL RECORD DATE-1
BUSINESS DAY. THIS-IS DONE TO ENSURE
THAT ALL POSITIONS REPORTED ARE IN
CONCURRENCE WITH THE GERM-AN LAW.
THANK YOU.
COUNTER PROPOSALS MAY BE SUBMITTED Non-Voting
UNTIL 25 APR 2012. FURTHER INFORMATION
ON C-OUNTER PROPOSALS CAN BE FOUND
DIRECTLY ON THE ISSUER'S WEBSITE
(PLEASE REFER T-O THE MATERIAL URL
SECTION OF THE APPLICATION). IF YOU
WISH TO ACT ON THESE IT-EMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND
AND VOTE YOUR SHARES DIRECTLY A-T
THE COMPANY'S MEETING. COUNTER
PROPOSALS CANNOT BE REFLECTED IN
THE BALLOT O-N PROXYEDGE.
1. Presentation of the adopted annual financial Non-Voting
statements of SGL CARBON SE and t-he
approved consolidated financial statements for
the year ended December 31,-2011, the
consolidated management report of SGL
CARBON SE and the Group for th-e fiscal year
2011, the report of the Supervisory Board, the
report of the Exe-cutive Committee pursuant to
sections 289 (4) and 315 (4) of the German
Commer-cial Code (Handelsgesetzbuch - HGB)
as well as the proposal by the Executive C-
ommittee on the appropriation of net income
2. Resolution on the appropriation of the net income Management For For
for fiscal year 2011
3. Resolution approving the actions of the Executive Management For For
Committee during fiscal year 2011
4. Resolution approving the actions of the Management For For
Supervisory Board during fiscal year 2011
5. The Supervisory Board proposes, upon the Audit Management For For
Committee's recommendation, the appointment
of Ernst & Young GmbH,
Wirtschaftsprufungsgesellschaft,
Eschborn/Frankfurt am Main as auditors and
Group auditors for fiscal year 2012
6. Resolution on the cancellation of the existing Management Against Against
Authorized Capital I, creation of a new Authorized
Capital I with the right to exclude subscription
rights and amendments of the Articles of
Association in Article 3 (6) and Article 3 (11)
FORD MOTOR COMPANY
SECURITY 345370860 MEETING TYPE Annual
TICKER SYMBOL F MEETING DATE 10-May-2012
ISIN US3453708600 AGENDA 933571499 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: STEPHEN G. Management For For
BUTLER
1B. ELECTION OF DIRECTOR: KIMBERLY A. Management For For
CASIANO
1C. ELECTION OF DIRECTOR: ANTHONY F. Management For For
EARLEY, JR.
1D. ELECTION OF DIRECTOR: EDSEL B. FORD II Management For For
1E. ELECTION OF DIRECTOR: WILLIAM CLAY Management For For
FORD, JR.
1F. ELECTION OF DIRECTOR: RICHARD A. Management For For
GEPHARDT
1G. ELECTION OF DIRECTOR: JAMES H. HANCE, Management For For
JR.
1H. ELECTION OF DIRECTOR: WILLIAM W. Management For For
HELMAN IV
1I. ELECTION OF DIRECTOR: IRVINE O. Management For For
HOCKADAY, JR.
1J. ELECTION OF DIRECTOR: JON M. Management For For
HUNTSMAN, JR.
1K. ELECTION OF DIRECTOR: RICHARD A. Management For For
MANOOGIAN
1L. ELECTION OF DIRECTOR: ELLEN R. MARRAM Management For For
1M. ELECTION OF DIRECTOR: ALAN MULALLY Management For For
1N. ELECTION OF DIRECTOR: HOMER A. NEAL Management For For
1O. ELECTION OF DIRECTOR: GERALD L. Management For For
SHAHEEN
1P. ELECTION OF DIRECTOR: JOHN L. Management For For
THORNTON
2. RATIFICATION OF SELECTION OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3. SAY ON PAY - AN ADVISORY VOTE TO Management Abstain Against
APPROVE THE COMPENSATION OF THE
NAMED EXECUTIVES.
4. RELATING TO CUMULATIVE VOTING FOR Shareholder Against For
THE ELECTION OF DIRECTORS.
5. RELATING TO CONSIDERATION OF A Shareholder Against For
RECAPITALIZATION PLAN TO PROVIDE THAT
ALL OF THE COMPANY'S OUTSTANDING
STOCK HAVE ONE VOTE PER SHARE.
6. RELATING TO ALLOWING HOLDERS OF 10% Shareholder Against For
OF OUTSTANDING COMMON STOCK TO
CALL SPECIAL MEETINGS OF
SHAREHOLDERS.
XYLEM INC.
SECURITY 98419M100 MEETING TYPE Annual
TICKER SYMBOL XYL MEETING DATE 10-May-2012
ISIN US98419M1009 AGENDA 933576843 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: VICTORIA D. Management For For
HARKER
1B. ELECTION OF DIRECTOR: GRETCHEN W. Management For For
MCCLAIN
1C. ELECTION OF DIRECTOR: MARKOS I. Management For For
TAMBAKERAS
2. RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012.
3. TO APPROVE, IN A NON-BINDING VOTE, THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
4. TO DETERMINE, IN A NON-BINDING VOTE, Management Abstain Against
WHETHER A SHAREOWNER VOTE TO
APPROVE THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS SHOULD
OCCUR EVERY ONE, TWO OR THREE
YEARS.
NOVELLUS SYSTEMS, INC.
SECURITY 670008101 MEETING TYPE Special
TICKER SYMBOL NVLS MEETING DATE 10-May-2012
ISIN US6700081010 AGENDA 933589698 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. APPROVAL OF (I) THE MERGER OF BLMS Management For For
INC., A WHOLLY-OWNED SUBSIDIARY OF
LAM RESEARCH CORPORATION, WITH AND
INTO NOVELLUS SYSTEMS, INC. AND (II) THE
AGREEMENT AND PLAN OF MERGER BY AND
AMONG LAM RESEARCH CORPORATION,
BLMS INC. AND NOVELLUS SYSTEMS, INC.,
AND THE PRINCIPAL TERMS THEREOF.
2. THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY AND
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT
VOTES TO APPROVE PROPOSAL 1.
3. APPROVAL, ON AN ADVISORY BASIS, OF Management Abstain Against
THE COMPENSATION OF NOVELLUS' NAMED
EXECUTIVE OFFICERS THAT IS BASED ON
OR OTHERWISE RELATES TO THE MERGER.
ARTIO GLOBAL INVESTORS
SECURITY 04315B107 MEETING TYPE Annual
TICKER SYMBOL ART MEETING DATE 11-May-2012
ISIN US04315B1070 AGENDA 933571463 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A ELECTION OF DIRECTOR: RICHARD PELL Management For For
02 APPROVAL OF OUR NAMED EXECUTIVE Management Abstain Against
OFFICER COMPENSATION AS DISCLOSED
PURSUANT TO ITEM 402 OF REGULATION S-
K, INCLUDING THE COMPENSATION
DISCUSSION AND ANALYSIS, THE
COMPENSATION TABLES, AND THE
RELATED DISCLOSURE CONTAINED IN THE
2012 PROXY STATEMENT SET FORTH
UNDER THE HEADING "EXECUTIVE
COMPENSATION".
03 THE RATIFICATION OF KPMG LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2012.
ALLEGHENY TECHNOLOGIES INCORPORATED
SECURITY 01741R102 MEETING TYPE Annual
TICKER SYMBOL ATI MEETING DATE 11-May-2012
ISIN US01741R1023 AGENDA 933579370 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
A. DIRECTOR Management
1 RICHARD J. HARSHMAN* For For
2 DIANE C. CREEL# For For
3 JOHN R. PIPSKI# For For
4 JAMES E. ROHR# For For
5 LOUIS J. THOMAS# For For
B. APPROVAL OF AN AMENDMENT TO THE 2007 Management For For
INCENTIVE PLAN, AS AMENDED AND
RESTATED.
C. ADVISORY VOTE TO APPROVE THE Management Abstain Against
COMPENSATION OF THE COMPANY'S
NAMED OFFICERS.
D. RATIFICATION OF THE SELECTION OF Management For For
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS FOR 2012.
LUNDIN MINING CORPORATION
SECURITY 550372106 MEETING TYPE Annual
TICKER SYMBOL LUNMF MEETING DATE 11-May-2012
ISIN CA5503721063 AGENDA 933606660 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 COLIN K. BENNER For For
2 DONALD K. CHARTER For For
3 PAUL K. CONIBEAR For For
4 JOHN H. CRAIG For For
5 BRIAN D. EDGAR For For
6 LUKAS H. LUNDIN For For
7 DALE C. PENIUK For For
8 WILLIAM A. RAND For For
02 APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
AUDITORS OF THE CORPORATION FOR THE
ENSUING YEAR AND AUTHORIZING THE
DIRECTORS TO FIX THEIR REMUNERATION.
GOLD FIELDS LIMITED
SECURITY 38059T106 MEETING TYPE Annual
TICKER SYMBOL GFI MEETING DATE 14-May-2012
ISIN US38059T1060 AGENDA 933631346 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
O1 RE-APPOINTMENT OF AUDITORS Management For For
O2 ELECTION OF A DIRECTOR: DL LAZARO Management For For
O3 RE-ELECTION OF A DIRECTOR: CA CAROLUS Management For For
O4 RE-ELECTION OF A DIRECTOR: R DANINO Management For For
O5 RE-ELECTION OF A DIRECTOR: RP MENELL Management For For
O6 RE-ELECTION OF A DIRECTOR: AR HILL Management For For
O7 ELECTION OF A MEMBER AND CHAIR OF Management For For
THE AUDIT COMMITTEE: GM WILSON
O8 ELECTION OF A MEMBER OF THE AUDIT Management For For
COMMITTEE: RP MENELL
O9 ELECTION OF A MEMBER OF THE AUDIT Management For For
COMMITTEE: MS MOLOKO
O10 ELECTION OF A MEMBER OF THE AUDIT Management For For
COMMITTEE: DMJ NCUBE
O11 ELECTION OF A MEMBER OF THE AUDIT Management For For
COMMITTEE: RL PENNANT-REA
O12 APPROVAL FOR THE ISSUE OF AUTHORISED Management For For
BUT UNISSUED ORDINARY SHARES
O13 APPROVAL FOR THE ISSUING OF EQUITY Management For For
SECURITIES FOR CASH
O14 APPROVAL FOR THE GOLD FIELDS LIMITED Management For For
2012 SHARE PLAN
S15 APPROVAL FOR THE REMUNERATION OF Management For For
NON-EXECUTIVE DIRECTORS
S16 APPROVAL FOR THE COMPANY TO GRANT Management For For
FINANCIAL ASSISTANCE IN TERMS OF
SECTIONS 44 AND 45 OF THE ACT
S17 CANCELLATION OF PREFERENCE SHARES Management For For
S18 ACQUISITION OF THE COMPANY'S OWN Management For For
SHARES
S19 APPROVAL OF A NEW MEMORANDUM OF Management For For
INCORPORATION
INTERNATIONAL POWER PLC
SECURITY G4890M109 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 15-May-2012
ISIN GB0006320161 AGENDA 703702793 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 To receive the 2011 Annual Report Management For For
2 To re-appoint Dirk Beeuwsaert as a Director Management For For
3 To re-appoint Sir Neville Simms as a Director Management For For
4 To re-appoint Bernard Attali as a Director Management For For
5 To re-appoint Tony Isaac as a Director Management For For
6 To re-appoint David Weston as a Director Management For For
7 To re-appoint Sir Rob Young as a Director Management For For
8 To re-appoint Michael Zaoui as a Director Management For For
9 To re-appoint Gerard Mestrallet as a Director Management For For
10 To re-appoint Jean-Francois Cirelli as a Director Management For For
11 To re-appoint Isabelle Kocher as a Director Management For For
12 To re-appoint Philip Cox as a Director Management For For
13 To re-appoint Guy Richelle as a Director Management For For
14 To appoint Geert Peeters as a Director Management For For
15 To declare a final dividend of 6.6 euro cents per Management For For
ordinary share
16 To re-appoint Deloitte LLP as auditors and to Management For For
authorise the Directors to set their remuneration
17 To approve the Directors' remuneration report for Management For For
the financial year ended 31 December 2011
18 General authority to allot shares Management For For
19 Disapplication of pre-emption rights Management Against Against
20 Authority to purchase own shares Management For For
21 The International Power plc 2012 Performance Management For For
Share Plan
22 Authority to hold general meetings (other than Management For For
AGMs) on 14 clear days' notice
ANADARKO PETROLEUM CORPORATION
SECURITY 032511107 MEETING TYPE Annual
TICKER SYMBOL APC MEETING DATE 15-May-2012
ISIN US0325111070 AGENDA 933582240 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: KEVIN P. CHILTON Management For For
1B. ELECTION OF DIRECTOR: LUKE R. CORBETT Management For For
1C. ELECTION OF DIRECTOR: H. PAULETT Management For For
EBERHART
1D. ELECTION OF DIRECTOR: PETER J. FLUOR Management For For
1E. ELECTION OF DIRECTOR: RICHARD L. Management For For
GEORGE
1F. ELECTION OF DIRECTOR: PRESTON M. Management For For
GEREN III
1G. ELECTION OF DIRECTOR: CHARLES W. Management For For
GOODYEAR
1H. ELECTION OF DIRECTOR: JOHN R. GORDON Management For For
1I. ELECTION OF DIRECTOR: JAMES T. Management For For
HACKETT
1J. ELECTION OF DIRECTOR: ERIC D. MULLINS Management For For
1K. ELECTION OF DIRECTOR: PAULA ROSPUT Management For For
REYNOLDS
1L. ELECTION OF DIRECTOR: R.A. WALKER Management For For
2. RATIFICATION OF APPOINTMENT OF KPMG Management For For
LLP AS INDEPENDENT AUDITORS.
3. APPROVE THE ANADARKO PETROLEUM Management For For
CORPORATION 2012 OMNIBUS INCENTIVE
COMPENSATION PLAN.
4. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
5. STOCKHOLDER PROPOSAL-ADOPTION OF Shareholder Against For
POLICY OF INDEPENDENT DIRECTOR
CHAIRMAN.
6. STOCKHOLDER PROPOSAL-GENDER Shareholder Against For
IDENTITY NON-DISCRIMINATION POLICY.
7. STOCKHOLDER PROPOSAL-ADOPTION OF Shareholder Against For
POLICY ON ACCELERATED VESTING OF
EQUITY AWARDS.
8. STOCKHOLDER PROPOSAL-REPORT ON Shareholder Against For
POLITICAL CONTRIBUTIONS.
DISCOVERY COMMUNICATIONS, INC.
SECURITY 25470F104 MEETING TYPE Annual
TICKER SYMBOL DISCA MEETING DATE 15-May-2012
ISIN US25470F1049 AGENDA 933586832 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 ROBERT R. BECK For For
2 J. DAVID WARGO For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
DISCOVERY COMMUNICATIONS, INC.'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2012.
CORN PRODUCTS INTERNATIONAL, INC.
SECURITY 219023108 MEETING TYPE Annual
TICKER SYMBOL CPO MEETING DATE 15-May-2012
ISIN US2190231082 AGENDA 933587543 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 RICHARD J. ALMEIDA For For
2 LUIS ARANGUREN-TRELLEZ For For
3 PAUL HANRAHAN For For
4 WAYNE M. HEWETT For For
5 GREGORY B. KENNY For For
6 JAMES M. RINGLER For For
2. TO APPROVE AN AMENDMENT TO THE Management For For
COMPANY'S CERTIFICATE OF
INCORPORATION TO CHANGE THE
COMPANY'S NAME TO INGREDION
INCORPORATED.
3. TO APPROVE, BY ADVISORY VOTE, THE Management Abstain Against
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
4. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY AND
ITS SUBSIDIARIES, IN RESPECT OF THE
COMPANY'S OPERATIONS IN 2012.
UNITED STATES CELLULAR CORPORATION
SECURITY 911684108 MEETING TYPE Annual
TICKER SYMBOL USM MEETING DATE 15-May-2012
ISIN US9116841084 AGENDA 933604387 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 H.J. HARCZAK, JR. For For
2. RATIFY ACCOUNTANTS FOR 2012. Management For For
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
LEUCADIA NATIONAL CORPORATION
SECURITY 527288104 MEETING TYPE Annual
TICKER SYMBOL LUK MEETING DATE 15-May-2012
ISIN US5272881047 AGENDA 933607383 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 IAN M. CUMMING For For
2 PAUL M. DOUGAN For For
3 ALAN J. HIRSCHFIELD For For
4 JAMES E. JORDAN For For
5 JEFFREY C. KEIL For For
6 J. CLYDE NICHOLS, III For For
7 MICHAEL SORKIN For For
8 JOSEPH S. STEINBERG For For
2. A NON-BINDING, ADVISORY VOTE TO Management Abstain Against
APPROVE EXECUTIVE COMPENSATION.
3. RATIFICATION OF THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS OF THE
COMPANY FOR 2012.
4. IN THEIR DISCRETION, THE PROXIES ARE Management For For
AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY BE
PRESENTED TO THE MEETING OR ANY
ADJOURNMENT OF THE MEETING.
DENNY'S CORPORATION
SECURITY 24869P104 MEETING TYPE Annual
TICKER SYMBOL DENN MEETING DATE 16-May-2012
ISIN US24869P1049 AGENDA 933579584 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A ELECTION OF DIRECTOR: GREGG R. Management For For
DEDRICK
1B ELECTION OF DIRECTOR: GEORGE W. Management For For
HAYWOOD
1C ELECTION OF DIRECTOR: BRENDA J. Management For For
LAUDERBACK
1D ELECTION OF DIRECTOR: ROBERT E. MARKS Management For For
1E ELECTION OF DIRECTOR: JOHN C. MILLER Management For For
1F ELECTION OF DIRECTOR: LOUIS P. NEEB Management For For
1G ELECTION OF DIRECTOR: DONALD C. Management For For
ROBINSON
1H ELECTION OF DIRECTOR: DEBRA SMITHART- Management For For
OGLESBY
1I ELECTION OF DIRECTOR: LAYSHA WARD Management For For
1J ELECTION OF DIRECTOR: F. MARK Management For For
WOLLFINGER
2 A PROPOSAL TO RATIFY THE SELECTION OF Management For For
KPMG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF
DENNY'S CORPORATION AND ITS
SUBSIDIARIES FOR THE YEAR ENDING
DECEMBER 26, 2012.
3 AN ADVISORY RESOLUTION TO APPROVE Management Abstain Against
THE EXECUTIVE COMPENSATION OF THE
COMPANY.
4 A PROPOSAL TO APPROVE THE DENNY'S Management Against Against
CORPORATION 2012 OMNIBUS INCENTIVE
PLAN.
COLFAX CORP
SECURITY 194014106 MEETING TYPE Annual
TICKER SYMBOL CFX MEETING DATE 16-May-2012
ISIN US1940141062 AGENDA 933604185 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: MITCHELL P. Management For For
RALES
1B. ELECTION OF DIRECTOR: CLAY H. KIEFABER Management For For
1C. ELECTION OF DIRECTOR: PATRICK W. Management For For
ALLENDER
1D. ELECTION OF DIRECTOR: JOSEPH O. Management For For
BUNTING III
1E. ELECTION OF DIRECTOR: THOMAS S. Management For For
GAYNER
1F. ELECTION OF DIRECTOR: RHONDA L. Management For For
JORDAN
1G. ELECTION OF DIRECTOR: SAN W. ORR, III Management For For
1H. ELECTION OF DIRECTOR: CLAYTON Management For For
PERFALL
1I. ELECTION OF DIRECTOR: STEVEN E. SIMMS Management For For
1J. ELECTION OF DIRECTOR: RAJIV VINNAKOTA Management For For
2. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS COLFAX CORPORATION'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
2012.
3. TO APPROVE THE AMENDMENT AND Management Against Against
RESTATEMENT OF THE COLFAX
CORPORATION 2008 OMNIBUS INCENTIVE
PLAN.
4. TO APPROVE THE MATERIAL TERMS OF Management For For
PAYMENT OF INCENTIVE COMPENSATION.
SUPERIOR ENERGY SERVICES, INC.
SECURITY 868157108 MEETING TYPE Annual
TICKER SYMBOL SPN MEETING DATE 16-May-2012
ISIN US8681571084 AGENDA 933608056 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 HAROLD J. BOUILLION For For
2 ENOCH L. DAWKINS For For
3 DAVID D. DUNLAP For For
4 JAMES M. FUNK For For
5 TERENCE E. HALL For For
6 E.E. "WYN" HOWARD, III For For
7 PETER D. KINNEAR For For
8 MICHAEL M. MCSHANE For For
9 W. MATT RALLS For For
10 JUSTIN L. SULLIVAN For For
2. APPROVE, BY AN ADVISORY VOTE, THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
3. RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012.
ARCHIPELAGO LEARNING, INC
SECURITY 03956P102 MEETING TYPE Special
TICKER SYMBOL ARCL MEETING DATE 16-May-2012
ISIN US03956P1021 AGENDA 933610710 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. TO ADOPT AND APPROVE THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF
MARCH 3, 2012 (THE "MERGER
AGREEMENT"), BY AND AMONG
ARCHIPELAGO LEARNING, INC.
("ARCHIPELAGO"), PLATO LEARNING, INC.,
AND PROJECT CAYMAN MERGER CORP., AS
IT MAY BE AMENDED FROM TIME TO TIME.
2. TO APPROVE, ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, THE COMPENSATION THAT MAY BE
PAID OR BECOME PAYABLE TO
ARCHIPELAGO'S NAMED EXECUTIVE
OFFICERS THAT IS BASED ON OR
OTHERWISE RELATES TO THE MERGER
CONTEMPLATED BY THE MERGER
AGREEMENT.
3. TO APPROVE THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING
TO A LATER DATE, TIME AND/OR PLACE IF
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THAT
THERE ARE NOT SUFFICIENT VOTES AT THE
TIME OF THE SPECIAL MEETING TO ADOPT
AND APPROVE THE MERGER AGREEMENT.
THE CHARLES SCHWAB CORPORATION
SECURITY 808513105 MEETING TYPE Annual
TICKER SYMBOL SCHW MEETING DATE 17-May-2012
ISIN US8085131055 AGENDA 933582199 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A ELECTION OF DIRECTOR: NANCY H. Management For For
BECHTLE
1B ELECTION OF DIRECTOR: WALTER W. Management For For
BETTINGER II
1C ELECTION OF DIRECTOR: C. PRESTON Management For For
BUTCHER
2. RATIFICATION OF INDEPENDENT AUDITORS Management For For
3. ADVISORY APPROVAL OF NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION
4. APPROVAL OF AMENDMENT TO THE Management For For
CERTIFICATE OF INCORPORATION AND
BYLAWS TO DECLASSIFY THE BOARD
5. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
POLITICAL CONTRIBUTIONS
6. STOCKHOLDER PROPOSAL TO AMEND Shareholder Against For
BYLAWS REGARDING PROXY ACCESS
TELEPHONE AND DATA SYSTEMS, INC.
SECURITY 879433829 MEETING TYPE Annual
TICKER SYMBOL TDS MEETING DATE 17-May-2012
ISIN US8794338298 AGENDA 933604399 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 C.A. DAVIS For For
2 C.D. O'LEARY For For
3 M.H. SARANOW For For
4 G.L. SUGARMAN For For
2. RATIFY ACCOUNTANTS FOR 2012. Management For For
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
4. SHAREHOLDER PROPOSAL TO Shareholder For Against
RECAPITALIZE TDS' OUTSTANDING STOCK.
STEEL EXCEL, INC.
SECURITY 858122104 MEETING TYPE Annual
TICKER SYMBOL SXCL MEETING DATE 17-May-2012
ISIN US8581221046 AGENDA 933631132 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1.1 ELECTION OF DIRECTOR: JACK L. HOWARD Management No Action
1.2 ELECTION OF DIRECTOR: WARREN G. Management
LICHTENSTEIN No Action
1.3 ELECTION OF DIRECTOR: JOHN MUTCH Management No Action
1.4 ELECTION OF DIRECTOR: JOHN J. QUICKE Management No Action
1.5 ELECTION OF DIRECTOR: GARY W. ULLMAN Management No Action
1.6 ELECTION OF DIRECTOR: ROBERT J. Management No Action
VALENTINE
2. APPROVAL OF AN AMENDMENT TO THE Management No Action
COMPANY'S CERTIFICATE OF
INCORPORATION TO REDUCE THE NUMBER
OF SHARES OF COMMON STOCK
AUTHORIZED FOR ISSUANCE FROM
40,000,000 TO 18,000,000.
3. APPROVAL OF AN AMENDMENT TO THE Management No Action
COMPANY'S CERTIFICATE OF
INCORPORATION TO RESTRICT CERTAIN
TRANSFERS OF COMMON STOCK.
4. APPROVAL OF THE TAX BENEFITS Management No Action
PRESERVATION PLAN TO HELP PROTECT
THE TAX TREATMENT OF THE COMPANY'S
NET OPERATING LOSSES AND OTHER TAX
BENEFITS.
5. TO APPROVE, ON AN ADVISORY BASIS, THE Management No Action
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
6. TO RATIFY THE APPOINTMENT OF BDO USA, Management No Action
LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER
31, 2012.
CABLEVISION SYSTEMS CORPORATION
SECURITY 12686C109 MEETING TYPE Annual
TICKER SYMBOL CVC MEETING DATE 18-May-2012
ISIN US12686C1099 AGENDA 933588153 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 ZACHARY W. CARTER For For
2 THOMAS V. REIFENHEISER For For
3 JOHN R. RYAN For For
4 VINCENT TESE For For
5 LEONARD TOW For For
2. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR
FISCAL YEAR 2012.
MACY'S INC.
SECURITY 55616P104 MEETING TYPE Annual
TICKER SYMBOL M MEETING DATE 18-May-2012
ISIN US55616P1049 AGENDA 933591441 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: STEPHEN F. Management For For
BOLLENBACH
1B. ELECTION OF DIRECTOR: DEIRDRE P. Management For For
CONNELLY
1C. ELECTION OF DIRECTOR: MEYER FELDBERG Management For For
1D. ELECTION OF DIRECTOR: SARA LEVINSON Management For For
1E. ELECTION OF DIRECTOR: TERRY J. Management For For
LUNDGREN
1F. ELECTION OF DIRECTOR: JOSEPH Management For For
NEUBAUER
1G. ELECTION OF DIRECTOR: JOYCE M. ROCHE Management For For
1H. ELECTION OF DIRECTOR: PAUL C. VARGA Management For For
1I. ELECTION OF DIRECTOR: CRAIG E. Management For For
WEATHERUP
1J. ELECTION OF DIRECTOR: MARNA C. Management For For
WHITTINGTON
2. THE PROPOSED RATIFICATION OF THE Management For For
APPOINTMENT OF KPMG LLP AS MACY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING FEBRUARY 2, 2013.
3. APPROVAL OF MACY'S SENIOR EXECUTIVE Management For For
INCENTIVE COMPENSATION PLAN.
4. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
5. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
RACCOON DOG FUR.
PULSE ELECTRONICS CORP
SECURITY 74586W106 MEETING TYPE Annual
TICKER SYMBOL PULS MEETING DATE 18-May-2012
ISIN US74586W1062 AGENDA 933609173 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1.1 ELECTION OF DIRECTOR: JOHN E. Management For For
BURROWS, JR.
1.2 ELECTION OF DIRECTOR: JUSTIN C. CHOI Management For For
1.3 ELECTION OF DIRECTOR: STEVEN G. CRANE Management For For
1.4 ELECTION OF DIRECTOR: HOWARD C. DECK Management For For
1.5 ELECTION OF DIRECTOR: RALPH E. FAISON Management For For
1.6 ELECTION OF DIRECTOR: C. MARK MELLIAR- Management For For
SMITH
1.7 ELECTION OF DIRECTOR: LAWRENCE P. Management For For
REINHOLD
2. RATIFICATION OF KPMG, LLP AS THE Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012.
3. APPROVAL OF THE OMNIBUS INCENTIVE Management Against Against
COMPENSATION PLAN.
4. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
ORIDION SYSTEMS LTD, JERUSALEM
SECURITY M75541108 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 22-May-2012
ISIN IL0010837818 AGENDA 703740363 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT AS A CONDITION OF VOTING, ISRAELI Non-Voting
MARKET REGULATIONS REQUIRE THAT
YOU-DISCLOSE WHETHER YOU HAVE A
CONTROLLING OR PERSONAL INTEREST IN
THIS COMPANY.-SHOULD EITHER BE THE
CASE, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE-SO THAT WE
MAY LODGE YOUR INSTRUCTIONS
ACCORDINGLY. IF YOU DO NOT HAVE A-
CONTROLLING OR PERSONAL INTEREST,
SUBMIT YOUR VOTE AS NORMAL
1 Approval of the agreement and plan of merger Management No Action
(the merger agreement)
2 Approval of the payment to Alan Adler, Management No Action
company's CEO and chairman of the board of a
bonus amount of 90,000 U.S. dollars
3 Approval of the payment to Alan Adler, Management No Action
company's CEO and chairman of the board, of a
change of control payment in the amount of 1
million U.S. dollars
4 Approval of US share option plan Management No Action
CMMT PLEASE NOTE THAT THE NOTICE FOR THIS Non-Voting
MEETING WAS RECEIVED AFTER THE
REGISTRATI-ON DEADLINE. IF YOUR
SHARES WERE REGISTERED PRIOR TO THE
DEADLINE OF 23 APR 20-12 [BOOK
CLOSING/REGISTRATION DEADLINE DATE],
YOUR VOTING INSTRUCTIONS WILL BE-
ACCEPTED FOR THIS MEETING. HOWEVER,
VOTING INSTRUCTIONS FOR SHARES THAT
WERE-NOT REGISTERED PRIOR TO THE
REGISTRATION DEADLINE WILL NOT BE
ACCEPTED.
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO RECEIPT OF ADDITIONAL
COMMENT. IF Y-OU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLES-S YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
ENSCO PLC
SECURITY 29358Q109 MEETING TYPE Annual
TICKER SYMBOL ESV MEETING DATE 22-May-2012
ISIN US29358Q1094 AGENDA 933593306 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
O1. RE-ELECT C. CHRISTOPHER GAUT AS A Management For For
CLASS I DIRECTOR FOR A TERM TO EXPIRE
AT 2015 ANNUAL GENERAL MEETING.
O2. RE-ELECT GERALD W. HADDOCK AS A Management For For
CLASS I DIRECTOR FOR A TERM TO EXPIRE
AT 2015 ANNUAL GENERAL MEETING.
O3. RE-ELECT PAUL E. ROWSEY, III AS A CLASS I Management For For
DIRECTOR FOR A TERM TO EXPIRE AT 2015
ANNUAL GENERAL MEETING.
O4. RE-ELECT FRANCIS S. KALMAN AS A CLASS Management For For
II DIRECTOR FOR A TERM TO EXPIRE AT
2013 ANNUAL GENERAL MEETING.
O5. RE-ELECT DAVID A.B. BROWN AS A CLASS III Management For For
DIRECTOR FOR A TERM TO EXPIRE AT 2014
ANNUAL GENERAL MEETING.
O6. RATIFY THE AUDIT COMMITTEE'S Management For For
APPOINTMENT OF KPMG LLP AS OUR U.S.
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012.
O7. RE-APPOINT KPMG AUDIT PLC AS OUR U.K. Management For For
STATUTORY AUDITORS UNDER THE U.K.
COMPANIES ACT 2006.
O8. TO AUTHORIZE THE AUDIT COMMITTEE TO Management For For
DETERMINE OUR U.K. STATUTORY
AUDITORS' REMUNERATION.
O9. APPROVE OUR 2012 LONG-TERM INCENTIVE Management For For
PLAN.
10. A NON-BINDING ADVISORY APPROVAL OF Management Abstain Against
THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
MERCK & CO., INC.
SECURITY 58933Y105 MEETING TYPE Annual
TICKER SYMBOL MRK MEETING DATE 22-May-2012
ISIN US58933Y1055 AGENDA 933595158 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: LESLIE A. BRUN Management For For
1B. ELECTION OF DIRECTOR: THOMAS R. CECH Management For For
1C. ELECTION OF DIRECTOR: KENNETH C. Management For For
FRAZIER
1D. ELECTION OF DIRECTOR: THOMAS H. Management For For
GLOCER
1E. ELECTION OF DIRECTOR: WILLIAM B. Management For For
HARRISON JR.
1F. ELECTION OF DIRECTOR: C. ROBERT Management For For
KIDDER
1G. ELECTION OF DIRECTOR: ROCHELLE B. Management For For
LAZARUS
1H. ELECTION OF DIRECTOR: CARLOS E. Management For For
REPRESAS
1I. ELECTION OF DIRECTOR: PATRICIA F. Management For For
RUSSO
1J. ELECTION OF DIRECTOR: CRAIG B. Management For For
THOMPSON
1K. ELECTION OF DIRECTOR: WENDELL P. Management For For
WEEKS
1L. ELECTION OF DIRECTOR: PETER C. Management For For
WENDELL
2. RATIFICATION OF THE APPOINTMENT OF Management For For
THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2012.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
4. SHAREHOLDER PROPOSAL CONCERNING Shareholder Against For
SHAREHOLDER ACTION BY WRITTEN
CONSENT.
5. SHAREHOLDER PROPOSAL CONCERNING Shareholder Against For
SPECIAL SHAREHOLDER MEETINGS.
6. SHAREHOLDER PROPOSAL CONCERNING Shareholder Against For
REPORT ON CHARITABLE AND POLITICAL
CONTRIBUTIONS.
LIN TV CORP.
SECURITY 532774106 MEETING TYPE Annual
TICKER SYMBOL TVL MEETING DATE 22-May-2012
ISIN US5327741063 AGENDA 933606292 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 ROYAL W. CARSON, III For For
2 VINCENT L. SADUSKY For For
2. TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF LIN TV CORP. FOR
THE YEAR ENDING DECEMBER 31, 2012.
3. TO APPROVE THE AMENDED AND Management Against Against
RESTATED 2002 STOCK PLAN.
4. TO APPROVE THE AMENDED AND Management For For
RESTATED 2010 EMPLOYEE STOCK
PURCHASE PLAN.
GEORGIA GULF CORPORATION
SECURITY 373200302 MEETING TYPE Annual
TICKER SYMBOL GGC MEETING DATE 22-May-2012
ISIN US3732003021 AGENDA 933611469 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1.1 ELECTION OF DIRECTOR: PAUL D. CARRICO Management For For
1.2 ELECTION OF DIRECTOR: T. KEVIN Management For For
DENICOLA
1.3 ELECTION OF DIRECTOR: PATRICK J. Management For For
FLEMING
1.4 ELECTION OF DIRECTOR: ROBERT M. Management For For
GERVIS
1.5 ELECTION OF DIRECTOR: WAYNE C. SALES Management For For
2. PROPOSAL TO APPROVE, ON AN ADVISORY Management Abstain Against
BASIS, THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS.
3. PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP TO SERVE AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2012.
PEMBINA PIPELINE CORPORATION
SECURITY 706327103 MEETING TYPE Annual
TICKER SYMBOL PBA MEETING DATE 22-May-2012
ISIN CA7063271034 AGENDA 933626876 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO FIX THE NUMBER OF DIRECTORS OF THE Management For For
CORPORATION TO BE ELECTED AT THE
MEETING AT NINE (9).
02 DIRECTOR Management
1 THOMAS W. BUCHANAN For For
2 RANDALL J. FINDLAY For For
3 ROBERT B. MICHALESKI For For
4 LESLIE A. O'DONOGHUE For For
5 GRANT D. BILLING For For
6 ALLAN L. EDGEWORTH For For
7 DAVID M.B. LEGRESLEY For For
8 LORNE B. GORDON For For
9 JEFFREY T. SMITH For For
03 TO APPOINT KPMG LLP, CHARTERED Management For For
ACCOUNTANTS, AS THE AUDITORS OF THE
CORPORATION FOR THE ENSUING
FINANCIAL YEAR AT A REMUNERATION TO
BE FIXED BY THE BOARD OF DIRECTORS.
CENTURYLINK, INC.
SECURITY 156700106 MEETING TYPE Annual
TICKER SYMBOL CTL MEETING DATE 23-May-2012
ISIN US1567001060 AGENDA 933600846 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. APPROVE CHARTER AMENDMENT TO Management For For
DECLASSIFY OUR BOARD OF DIRECTORS.
1B. APPROVE CHARTER AMENDMENT TO Management For For
INCREASE OUR AUTHORIZED SHARES.
2. DIRECTOR Management
1 FRED R. NICHOLS For For
2 HARVEY P. PERRY For For
3 LAURIE A. SIEGEL For For
4 JOSEPH R. ZIMMEL For For
3. RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
OUR INDEPENDENT AUDITOR FOR 2012.
4. ADVISORY VOTE REGARDING OUR Management Abstain Against
EXECUTIVE COMPENSATION.
5A. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
BONUS DEFERRALS.
5B. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
PERFORMANCE-BASED RESTRICTED
STOCK.
5C. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
POLITICAL CONTRIBUTIONS REPORTS.
KRATOS DEFENSE & SEC SOLUTIONS, INC.
SECURITY 50077B207 MEETING TYPE Annual
TICKER SYMBOL KTOS MEETING DATE 23-May-2012
ISIN US50077B2079 AGENDA 933614617 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 DIRECTOR Management
1 SCOTT ANDERSON For For
2 BANDEL CARANO For For
3 ERIC DEMARCO For For
4 WILLIAM HOGLUND For For
5 SCOT JARVIS For For
6 JANE JUDD For For
7 SAMUEL LIBERATORE For For
2 TO RATIFY THE SELECTION OF GRANT Management For For
THORNTON LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 30, 2012.
3 TO APPROVE AN AMENDMENT TO THE Management For For
COMPANY'S 1999 EMPLOYEE STOCK
PURCHASE PLAN TO INCREASE THE
AGGREGATE NUMBER OF SHARES THAT
MAY BE ISSUED UNDER THE PLAN BY
900,000 SHARES.
4 AN ADVISORY VOTE TO APPROVE THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
5 TO TRANSACT SUCH OTHER BUSINESS AS Management For For
MAY PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENT
OR POSTPONEMENT THEREOF.
HANDY & HARMAN LTD
SECURITY 410315105 MEETING TYPE Annual
TICKER SYMBOL HNH MEETING DATE 23-May-2012
ISIN US4103151050 AGENDA 933631992 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 WARREN G. LICHTENSTEIN For For
2 ROBERT FRANKFURT For For
3 JACK L. HOWARD For For
4 GLEN M. KASSAN For For
5 JOHN H. MCNAMARA, JR. For For
6 PATRICK A. DEMARCO For For
7 GAREN W. SMITH For For
8 JEFFREY A. SVOBODA For For
2. TO APPROVE AN AMENDMENT OF THE Management For For
COMPANY'S 2007 INCENTIVE STOCK PLAN,
AS AMENDED, TO INCREASE THE NUMBER
OF SHARES OF THE COMPANY'S COMMON
STOCK, PAR VALUE $0.01 PER SHARE,
SUBJECT THERETO BY 450,000 SHARES,
AND TO MAKE A FURTHER ADMINISTRATIVE
CHANGE.
3. TO RATIFY THE APPOINTMENT OF GRANT Management For For
THORNTON LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2012.
APACHE CORPORATION
SECURITY 037411105 MEETING TYPE Annual
TICKER SYMBOL APA MEETING DATE 24-May-2012
ISIN US0374111054 AGENDA 933591100 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. ELECTION OF DIRECTOR: SCOTT D. JOSEY Management For For
2. ELECTION OF DIRECTOR: GEORGE D. Management For For
LAWRENCE
3. ELECTION OF DIRECTOR: RODMAN D. Management For For
PATTON
4. ELECTION OF DIRECTOR: CHARLES J. Management For For
PITMAN
5. RATIFICATION OF ERNST & YOUNG LLP AS Management For For
APACHE'S INDEPENDENT AUDITORS
6. ADVISORY VOTE TO APPROVE THE Management Abstain Against
COMPENSATION OF APACHE'S NAMED
EXECUTIVE OFFICERS
7. SHAREHOLDER PROPOSAL TO REPEAL Shareholder Against For
APACHE'S CLASSIFIED BOARD OF
DIRECTORS
ARTHROCARE CORPORATION
SECURITY 043136100 MEETING TYPE Annual
TICKER SYMBOL ARTC MEETING DATE 24-May-2012
ISIN US0431361007 AGENDA 933599889 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 CHRISTIAN P. AHRENS For For
2 GREGORY A. BELINFANTI For For
3 BARBARA D. BOYAN, PH.D. For For
4 DAVID FITZGERALD For For
5 JAMES G. FOSTER For For
6 TERRENCE E. GEREMSKI For For
7 TORD B. LENDAU For For
8 PETER L. WILSON For For
2. TO APPROVE, BY NON-BINDING VOTE, THE Management Abstain Against
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
3. TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE 2012
FISCAL YEAR.
THE GOLDMAN SACHS GROUP, INC.
SECURITY 38141G104 MEETING TYPE Annual
TICKER SYMBOL GS MEETING DATE 24-May-2012
ISIN US38141G1040 AGENDA 933600125 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: LLOYD C. Management For For
BLANKFEIN
1B. ELECTION OF DIRECTOR: M. MICHELE Management For For
BURNS
1C. ELECTION OF DIRECTOR: GARY D. COHN Management For For
1D. ELECTION OF DIRECTOR: CLAES DAHLBACK Management For For
1E. ELECTION OF DIRECTOR: STEPHEN Management For For
FRIEDMAN
1F. ELECTION OF DIRECTOR: WILLIAM W. Management For For
GEORGE
1G. ELECTION OF DIRECTOR: JAMES A. Management For For
JOHNSON
1H. ELECTION OF DIRECTOR: LAKSHMI N. Management For For
MITTAL
1I. ELECTION OF DIRECTOR: JAMES J. SCHIRO Management For For
1J. ELECTION OF DIRECTOR: DEBORA L. SPAR Management For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION (SAY ON PAY)
3. RATIFICATION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012
4. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
CUMULATIVE VOTING
5. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
EXECUTIVE COMPENSATION AND LONG-
TERM PERFORMANCE
6. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
REPORT ON LOBBYING EXPENDITURES
SLM CORPORATION
SECURITY 78442P106 MEETING TYPE Annual
TICKER SYMBOL SLM MEETING DATE 24-May-2012
ISIN US78442P1066 AGENDA 933601937 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: ANN TORRE Management For For
BATES
1B. ELECTION OF DIRECTOR: W.M. Management For For
DIEFENDERFER III
1C. ELECTION OF DIRECTOR: DIANE SUITT Management For For
GILLELAND
1D. ELECTION OF DIRECTOR: EARL A. GOODE Management For For
1E. ELECTION OF DIRECTOR: RONALD F. HUNT Management For For
1F. ELECTION OF DIRECTOR: ALBERT L. LORD Management For For
1G. ELECTION OF DIRECTOR: BARRY A. MUNITZ Management For For
1H. ELECTION OF DIRECTOR: HOWARD H. Management For For
NEWMAN
1I. ELECTION OF DIRECTOR: A. ALEXANDER Management For For
PORTER, JR.
1J. ELECTION OF DIRECTOR: FRANK C. PULEO Management For For
1K. ELECTION OF DIRECTOR: WOLFGANG Management For For
SCHOELLKOPF
1L. ELECTION OF DIRECTOR: STEVEN L. Management For For
SHAPIRO
1M. ELECTION OF DIRECTOR: J. TERRY Management For For
STRANGE
1N. ELECTION OF DIRECTOR: ANTHONY P. Management For For
TERRACCIANO
1O. ELECTION OF DIRECTOR: BARRY L. Management For For
WILLIAMS
2. APPROVAL OF THE SLM CORPORATION 2012 Management For For
OMNIBUS INCENTIVE PLAN.
3. APPROVAL OF THE AMENDED AND Management For For
RESTATED SLM CORPORATION EMPLOYEE
STOCK PURCHASE PLAN.
4. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION.
5. RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012.
MOCON, INC.
SECURITY 607494101 MEETING TYPE Annual
TICKER SYMBOL MOCO MEETING DATE 24-May-2012
ISIN US6074941013 AGENDA 933622157 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 ROBERT L. DEMOREST For For
2 DONALD N. DEMORETT For For
3 ROBERT F. GALLAGHER For For
4 DANIEL W. MAYER For For
5 RICHARD A. PROULX For For
6 TOM C. THOMAS For For
2. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
3. ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
4. RATIFY THE SELECTION OF KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2012.
KATY INDUSTRIES, INC.
SECURITY 486026107 MEETING TYPE Annual
TICKER SYMBOL KATY MEETING DATE 24-May-2012
ISIN US4860261076 AGENDA 933622830 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 DANIEL B. CARROLL For For
2 WALLACE E. CARROLL, JR. For For
3 DAVID J. FELDMAN Withheld Against
2. TO RATIFY THE SELECTION OF UHY LLP AS Management For For
THE INDEPENDENT PUBLIC ACCOUNTANTS
OF KATY.
DDI CORP.
SECURITY 233162502 MEETING TYPE Special
TICKER SYMBOL DDIC MEETING DATE 24-May-2012
ISIN US2331625028 AGENDA 933623351 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. THE PROPOSAL TO ADOPT THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED
AS OF APRIL 3, 2012, BY AND AMONG
VIASYSTEMS GROUP, INC., A DELAWARE
CORPORATION, VICTOR MERGER SUB
CORP., A DELAWARE CORPORATION AND
WHOLLY-OWNED SUBSIDIARY OF
VIASYSTEMS, AND DDI CORP., AS SUCH
AGREEMENT MAY BE AMENDED FROM TIME
TO TIME.
2. THE PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING TO A LATER DATE, IF NECESSARY
OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IN THE EVENT THERE ARE NOT
SUFFICIENT VOTES IN FAVOR OF ADOPTION
OF THE MERGER AGREEMENT AT THE TIME
OF THE SPECIAL MEETING.
3. THE PROPOSAL TO APPROVE, ON AN Management Abstain Against
ADVISORY (NON-BINDING) BASIS, CERTAIN
COMPENSATION THAT MAY BE PAID OR
BECOME PAYABLE TO DDI CORP.'S NAMED
EXECUTIVE OFFICERS IN CONNECTION
WITH THE MERGER.
ASTRAL MEDIA INC.
SECURITY 046346201 MEETING TYPE Special
TICKER SYMBOL AAIAF MEETING DATE 24-May-2012
ISIN CA0463462014 AGENDA 933624909 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 PASS THE SPECIAL RESOLUTION Management For For
APPROVING THE ACQUISITION BY BCE INC.
OF ALL OF THE OUTSTANDING CLASS A
NON-VOTING SHARES, CLASS B
SUBORDINATE VOTING SHARES AND
SPECIAL SHARES OF ASTRAL BY WAY OF A
STATUTORY ARRANGEMENT PURSUANT TO
SECTION 192 OF THE CANADA BUSINESS
CORPORATIONS ACT, AS SET FORTH IN
APPENDIX "A" TO ASTRAL'S MANAGEMENT
INFORMATION CIRCULAR DATED APRIL 19,
2012.
02 IN CONNECTION WITH THE ACQUISITION OF Management For For
ASTRAL BY BCE INC., PASS THE ORDINARY
RESOLUTION APPROVING THE ALLOCATION,
WHICH IS APPROVED BY BCE INC., FROM
THE BONUS AND RETENTION PLAN TO
ASTRAL'S PRESIDENT AND CHIEF
EXECUTIVE OFFICER, AS SET FORTH IN
APPENDIX "D" TO ASTRAL'S MANAGEMENT
INFORMATION CIRCULAR DATED APRIL 19,
2012, SUCH BONUS BEING PAYABLE ONLY IF
THE ACQUISITION OF ASTRAL BY BCE INC.
REFERRED TO IN ITEM 1 ABOVE IS
COMPLETED.
ASTRAL MEDIA INC.
SECURITY 046346300 MEETING TYPE Special
TICKER SYMBOL MEETING DATE 24-May-2012
ISIN CA0463463004 AGENDA 933624911 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 PASS THE SPECIAL RESOLUTION Management For For
APPROVING THE ACQUISITION BY BCE INC.
OF ALL OF THE OUTSTANDING CLASS A
NON-VOTING SHARES, CLASS B
SUBORDINATE VOTING SHARES AND
SPECIAL SHARES OF ASTRAL BY WAY OF A
STATUTORY ARRANGEMENT PURSUANT TO
SECTION 192 OF THE CANADA BUSINESS
CORPORATIONS ACT, AS SET FORTH IN
APPENDIX "A" TO ASTRAL'S MANAGEMENT
INFORMATION CIRCULAR DATED APRIL 19,
2012.
GTSI CORP.
SECURITY 36238K103 MEETING TYPE Annual
TICKER SYMBOL GTSI MEETING DATE 25-May-2012
ISIN US36238K1034 AGENDA 933629240 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. APPROVAL OF AMENDMENT TO THE Management For For
COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION TO DECLASSIFY THE
COMPANY'S BOARD OF DIRECTORS AND
PROVIDE FOR THE ANNUAL ELECTION OF
ALL DIRECTORS FOR A ONE-YEAR TERM.
2. DIRECTOR Management
1 LLOYD GRIFFITHS** For For
2 THOMAS L. HEWITT** For For
3 JOSEPH KELLOGG, JR.** For For
4 STEVEN KELMAN** For For
5 LINWOOD LACY, JR.** For For
6 S.E. PHILLIPS, JR.** For For
7 BARRY L. REISIG** For For
8 JOHN M. TOUPS** For For
9 DANIEL R. YOUNG** For For
10 STEVEN KELMAN* For For
11 BARRY L. REISIG* For For
12 JOHN M. TOUPS* For For
UMECO PLC
SECURITY G9188V109 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 28-May-2012
ISIN GB0009116079 AGENDA 703770619 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A Non-Voting
VALID VOTE OPTION FOR THIS MEETING
TYPE.-PLEASE CHOOSE BETWEEN "FOR"
AND "AGAINST" ONLY. SHOULD YOU
CHOOSE TO VOTE-ABSTAIN FOR THIS
MEETING THEN YOUR VOTE WILL BE
DISREGARDED BY THE ISSUER OR-ISSUERS
AGENT.
1 For the purpose of considering and, if thought fit, Management For For
approving(with or without modification)a scheme
of arrangement(the 'Scheme') proposed to be
made between the Company and the
Shareholders
UMECO PLC
SECURITY G9188V109 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 28-May-2012
ISIN GB0009116079 AGENDA 703770621 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 To approve the resolution giving effect to the Management For For
Scheme, as set out in the notice of General
Meeting, including the reduction of the
Company's share capital and amending the
Company's articles of association
VITERRA INC.
SECURITY 92849T108 MEETING TYPE Special
TICKER SYMBOL VTRAF MEETING DATE 29-May-2012
ISIN CA92849T1084 AGENDA 933628729 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 TO CONSIDER, PURSUANT TO AN INTERIM Management For For
ORDER OF THE ONTARIO SUPERIOR COURT
OF JUSTICE DATED APRIL 23, 2012 AND, IF
THOUGHT ADVISABLE, TO PASS WITH OR
WITHOUT VARIATION, A SPECIAL
RESOLUTION OF SHAREHOLDERS (THE
"ARRANGEMENT RESOLUTION"), THE FULL
TEXT OF WHICH IS SET FORTH IN APPENDIX
A TO THE CIRCULAR, TO APPROVE A PLAN
OF ARRANGEMENT UNDER SECTION 192 OF
THE CANADA BUSINESS CORPORATIONS
ACT, AND RELATED TRANSACTIONS,
INCLUDING BUT NOT LIMITED TO THE
REORGANIZATION OF VITERRA INC.'S AND
ITS SUBSIDIARIES' BUSINESS, OPERATIONS
AND ASSETS.
NOVAGOLD RESOURCES INC.
SECURITY 66987E206 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL NG MEETING DATE 29-May-2012
ISIN CA66987E2069 AGENDA 933631500 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 SHARON E. DOWDALL For For
2 GERALD J. MCCONNELL For For
3 MARC FABER For For
4 TONY S. GIARDINI For For
5 DR. THOMAS S. KAPLAN For For
6 GREGORY A. LANG For For
7 GILLYEARD J. LEATHLEY For For
8 IGOR LEVENTAL For For
9 KALIDAS V. MADHAVPEDDI For For
10 CLYNTON R. NAUMAN For For
11 RICK VAN NIEUWENHUYSE For For
12 ANTHONY P. WALSH For For
02 APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
AUDITORS OF THE CORPORATION FOR THE
ENSUING YEAR AND AUTHORIZING THE
DIRECTORS TO FIX THEIR REMUNERATION.
03 TO CONSIDER AND IF DEEMED ADVISABLE, Management Against Against
PASS AN ORDINARY RESOLUTION
APPROVING ALL UNALLOCATED OPTIONS
ISSUABLE PURSUANT TO THE 2004 STOCK
AWARD PLAN.
04 TO CONSIDER, AND IF DEEMED ADVISABLE, Management Against Against
PASS AN ORDINARY RESOLUTION
AMENDING THE 2009 PERFORMANCE SHARE
UNIT PLAN.
05 TO CONSIDER, AND IF DEEMED ADVISABLE, Management Against Against
PASS AN ORDINARY RESOLUTION
AMENDING THE 2009 DEFERRED SHARE
UNIT PLAN.
ECO BUSINESS-IMMOBILIEN AG, WIEN
SECURITY A19521102 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 30-May-2012
ISIN AT0000617907 AGENDA 703672469 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 Presentation annual reports Management For For
2 Allocation of net profits Management For For
3 Discharge of Bod Management For For
4 Discharge of supervisory board Management For For
5 Election of auditor Management For For
6 Elections to supervisory board Management For For
7 Amendment of articles Management For For
CMMT PLEASE NOTE THAT THE MEETING HAS Non-Voting
BEEN SET UP USING THE RECORD DATE 18
MAY 2012-WHICH AT THIS TIME WE ARE
UNABLE TO SYSTEMATICALLY UPDATE. THE
TRUE RECORD DA-TE FOR THIS MEETING IS
20 MAY 2012. THANK YOU.
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO ADDITION OF COMMENT. IF YOU
HAVE AL-READY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECI-DE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
NEWAVE ENERGY HOLDING SA, GAMBAROGNO
SECURITY H5805A105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 30-May-2012
ISIN CH0030417312 AGENDA 703811857 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT BLOCKING OF REGISTERED SHARES IS NOT Non-Voting
A LEGAL REQUIREMENT IN THE SWISS
MARKET,-SPECIFIC POLICIES AT THE
INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF T-HE VOTING
INSTRUCTION, IT IS POSSIBLE THAT A
MARKER MAY BE PLACED ON YOUR SHAR-
ES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF
YOU H-AVE CONCERNS REGARDING YOUR
ACCOUNTS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRE-SENTATIVE.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF Non-Voting
THE MEETING NOTICE SENT UNDER
MEETING-935512, INCLUDING THE AGENDA.
TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST-BE NOTIFIED TO THE
COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RE-REGISTR-ATION
DEADLINE. PLEASE NOTE THAT THOSE
INSTRUCTIONS THAT ARE SUBMITTED
AFTER T-HE CUTOFF DATE WILL BE
PROCESSED ON A BEST EFFORT BASIS.
THANK YOU.
1 Approval of the annual report 2011, of the Management No Action
statutory accounts 2011 of Newave Energy
Holding SA and of the consolidated financial
statements 2011 of the Newave Group
2 Appropriation of retained earnings Management No Action
3 Discharge of the members of the board of Management No Action
directors and the executive board
4.1 Re-election of David Bond as board of director for Management No Action
a term of office of one year until the Annual
General Meeting of Shareholders 2013
4.2 Re-election of Rajagopal Kannabiran as board of Management No Action
director for a term of office of one year until the
Annual General Meeting of Shareholders 2013
4.3 Re-election of Remo Luetolf as board of director Management No Action
for a term of office of one year until the Annual
General Meeting of Shareholders 2013
4.4 Re-election of Jasmin Staiblin as board of Management No Action
director for a term of office of one year until the
Annual General Meeting of Shareholders 2013
4.5 Re-election of Detlef Steck as board of director Management No Action
for a term of office of one year until the Annual
General Meeting of Shareholders 2013
5 Election of the auditors Ernst and Young AG, Management No Action
Zurich
FIDELITY NAT'L INFORMATION SERVICES INC
SECURITY 31620M106 MEETING TYPE Annual
TICKER SYMBOL FIS MEETING DATE 30-May-2012
ISIN US31620M1062 AGENDA 933589648 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: WILLIAM P. FOLEY, Management For For
II
1B. ELECTION OF DIRECTOR: THOMAS M. Management For For
HAGERTY
1C. ELECTION OF DIRECTOR: KEITH W. HUGHES Management For For
2. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE 2012 FISCAL
YEAR.
3. ADVISORY VOTE ON FIDELITY NATIONAL Management Abstain Against
INFORMATION SERVICES, INC. 2011
EXECUTIVE COMPENSATION.
4. TO AMEND THE ARTICLES OF Management For For
INCORPORATION AND THE BYLAWS OF
FIDELITY NATIONAL INFORMATION
SERVICES, INC. TO DECLASSIFY THE BOARD
OF DIRECTORS.
EXXON MOBIL CORPORATION
SECURITY 30231G102 MEETING TYPE Annual
TICKER SYMBOL XOM MEETING DATE 30-May-2012
ISIN US30231G1022 AGENDA 933600086 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 M.J. BOSKIN For For
2 P. BRABECK-LETMATHE For For
3 L.R. FAULKNER For For
4 J.S. FISHMAN For For
5 H.H. FORE For For
6 K.C. FRAZIER For For
7 W.W. GEORGE For For
8 S.J. PALMISANO For For
9 S.S REINEMUND For For
10 R.W. TILLERSON For For
11 E.E. WHITACRE, JR. For For
2. RATIFICATION OF INDEPENDENT AUDITORS Management For For
(PAGE 61)
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION (PAGE 62)
4. INDEPENDENT CHAIRMAN (PAGE 64) Shareholder Against For
5. MAJORITY VOTE FOR DIRECTORS (PAGE 65) Shareholder Against For
6. REPORT ON POLITICAL CONTRIBUTIONS Shareholder Against For
(PAGE 66)
7. AMENDMENT OF EEO POLICY (PAGE 67) Shareholder Against For
8. REPORT ON NATURAL GAS PRODUCTION Shareholder Against For
(PAGE 69)
9. GREENHOUSE GAS EMISSIONS GOALS Shareholder Against For
(PAGE 71)
SAKS INCORPORATED
SECURITY 79377W108 MEETING TYPE Annual
TICKER SYMBOL SKS MEETING DATE 30-May-2012
ISIN US79377W1080 AGENDA 933621840 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 ROBERT B. CARTER For For
2 MICHAEL S. GROSS For For
3 DONALD E. HESS For For
4 MARGUERITE W. KONDRACKE For For
5 JERRY W. LEVIN For For
6 NORA P. MCANIFF For For
7 STEPHEN I. SADOVE For For
8 JACK L. STAHL For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
3. APPROVAL OF THE 2012 SENIOR EXECUTIVE Management For For
BONUS PLAN.
4. SHAREHOLDER PROPOSAL - CUMULATIVE Shareholder Against For
VOTING FOR THE ELECTION OF DIRECTORS.
MENTOR GRAPHICS CORPORATION
SECURITY 587200106 MEETING TYPE Annual
TICKER SYMBOL MENT MEETING DATE 30-May-2012
ISIN US5872001061 AGENDA 933629264 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 KEITH L. BARNES For For
2 SIR PETER L. BONFIELD For For
3 GREGORY K. HINCKLEY For For
4 J. DANIEL MCCRANIE For For
5 KEVIN C. MCDONOUGH For For
6 PATRICK B. MCMANUS For For
7 DR. WALDEN C. RHINES For For
8 DAVID S. SCHECHTER For For
2. SHAREHOLDER ADVISORY VOTE ON Management Abstain Against
EXECUTIVE COMPENSATION.
3. PROPOSAL TO RE-APPROVE THE Management For For
COMPANY'S EXECUTIVE VARIABLE
INCENTIVE PLAN.
4. PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF KPMG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR ITS FISCAL YEAR
ENDING JANUARY 31, 2013.
THE PEP BOYS - MANNY, MOE & JACK
SECURITY 713278109 MEETING TYPE Special
TICKER SYMBOL PBY MEETING DATE 30-May-2012
ISIN US7132781094 AGENDA 933630368 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER (THE "MERGER AGREEMENT"),
DATED AS OF JANUARY 29, 2012, BY AND
AMONG THE PEP BOYS - MANNY, MOE &
JACK, AUTO ACQUISITION COMPANY, LLC
AND AUTO MERGERSUB, INC., A WHOLLY
OWNED SUBSIDIARY OF AUTO ACQUISITION
COMPANY, LLC, AND APPROVE THE
TRANSACTIONS CONTEMPLATED THEREBY,
INCLUDING THE MERGER.
2. TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES IN FAVOR OF ADOPTING
THE MERGER AGREEMENT AND APPROVING
THE TRANSACTIONS CONTEMPLATED
THEREBY, INCLUDING THE MERGER, AT THE
TIME OF THE SPECIAL MEETING.
3. TO APPROVE A NON-BINDING PROPOSAL Management Abstain Against
REGARDING CERTAIN EXECUTIVE
COMPENSATION THAT MAY BE PAID TO THE
COMPANY'S NAMED EXECUTIVE OFFICERS
IN CONNECTION WITH THE MERGER.
NEO MATERIAL TECHNOLOGIES INC.
SECURITY 64045Y108 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL NEMFF MEETING DATE 30-May-2012
ISIN CA64045Y1088 AGENDA 933631562 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 GARY E. GERMAN For For
2 HO SOO CHING For For
3 JAMES J. JACKSON For For
4 C. E. KARAYANNOPOULOS For For
5 CLAIRE M.C. KENNEDY For For
6 WILLIAM E. MACFARLANE For For
7 PETER E. O'CONNOR For For
8 JOHN E. PEARSON For For
02 RE-APPOINTMENT OF KPMG LLP, Management For For
CHARTERED ACCOUNTANTS AS AUDITORS
OF NEM AND AUTHORIZING THE DIRECTORS
TO FIX THEIR REMUNERATION
03 TO PASS, WITH OR WITHOUT VARIATION, A Management For For
SPECIAL RESOLUTION (THE
"ARRANGEMENT RESOLUTION"), THE FULL
TEXT OF WHICH IS SET FORTH IN APPENDIX
D TO THE ACCOMPANYING MANAGEMENT
PROXY CIRCULAR (THE "CIRCULAR"),
APPROVING AN ARRANGEMENT (THE
"ARRANGEMENT") PURSUANT TO SECTION
192 OF THE CANADA BUSINESS
CORPORATIONS ACT, AS AMENDED (THE
"CBCA"), ALL AS MORE PARTICULARLY
DESCRIBED IN THE CIRCULAR.
ADAMS GOLF, INC.
SECURITY 006228209 MEETING TYPE Special
TICKER SYMBOL ADGF MEETING DATE 30-May-2012
ISIN US0062282092 AGENDA 933635572 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. APPROVAL AND ADOPTION OF THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED
AS OF MARCH 18, 2012, BY AND AMONG
TAYLOR MADE GOLF COMPANY, INC., A
DELAWARE CORPORATION ("PARENT"),
APPLE TREE ACQUISITION CORP., A
DELAWARE CORPORATION AND A WHOLLY-
OWNED SUBSIDIARY OF PARENT ("MERGER
SUB"), AND ADAMS GOLF, INC. (THE
"COMPANY"), ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
2. APPROVAL OF THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL
MEETING TO ADOPT THE AGREEMENT AND
PLAN OF MERGER.
PARMALAT SPA, COLLECCHIO
SECURITY T7S73M107 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 31-May-2012
ISIN IT0003826473 AGENDA 703819726 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE THAT THIS IS AN Non-Voting
AMENDMENT TO MEETING ID 974407 DUE
TO RECEIPT OF-SLATES FOR BOARD OF
DIRECTORS. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL-BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK-YOU.
CMMT PLEASE NOTE THAT THE ITALIAN Non-Voting
LANGUAGE AGENDA IS AVAILABLE BY
CLICKING ON THE U-RL LINK:
https://materials.proxyvote.com/Approved/99999
Z/19840101/NPS_125154.p-df
O.1 Approval of the statement of financial position, Management For For
income statement and accompanying notes at
December 31, 2011, together with the report on
operations for the same year. Motion for the
appropriation of the year's net profit. Review of
the report of the board of statutory auditors.
Pertinent and related resolutions
O.2 Report on compensation pursuant to article 123 Management For For
Ter of the legislative decree 58 of 24 february
1998. Pertinent and related resolutions
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE Non-Voting
2 SLATES TO BE ELECTED AS DIRECTORS,
THERE-IS ONLY 1 SLATE AVAILABLE TO BE
FILLED AT THE MEETING. THE STANDING
INSTRUCTI-ONS FOR THIS MEETING WILL BE
DISABLED AND, IF YOU CHOOSE, YOU ARE
REQUIRED TO-VOTE FOR ONLY 1 SLATE OF
THE 2 SLATES. THANK YOU.
O.3.1 PLEASE NOTE THAT THIS IS A Shareholder
SHAREHOLDERS' PROPOSAL: Election of the
board of directors, determination of the length of
the board's term of office, election of the
chairman of the board of directors and
determination of the compensation. Pertinent and
related resolutions: List presented by Sofil Sas
holding 1,448,214,141 shares: Mr. Francesco
Tato', Mrs. Yvon Guerin, Mr. Marco Reboa, Mr.
Francesco Gatti, Mr. Riccardo Zingales, Mr.
Antonio Sala, Mr. Marco Jesi, Mr. Daniel Jaouen,
Mrs. Gabriella Chersicla, Mr. Alain Channalet-
Quercy, Mr. Ferdinando Grimaldi Quartieri
O.3.2 PLEASE NOTE THAT THIS IS A Shareholder For Against
SHAREHOLDERS' PROPOSAL: Election of the
board of directors, determination of the length of
the board's term of office, election of the
chairman of the board of directors and
determination of the compensation. Pertinent and
related resolutions: List presented by Amber
Capital representing holding 25,419,343 shares:
Mr. Umberto Mosetti, Mr. Antonio Aristide
Mastrangelo, Mr. Francesco Di Carlo
O.4 Authorization to dispose of treasury shares. Management For For
Pertinent and related resolutions
O.5 Motion to increase the compensation of the board Management For For
of statutory auditors. Pertinent and related
resolutions
E.1 Motion for partial distribution of the surplus in the Management For For
reserve for creditor challenges and claims of late
filing creditors, in the amount of 85,000,456
Euros, after amending, by an equal amount, the
capital increase resolution approved by the
extraordinary shareholders meeting of March 1,
2005 (as amended by the shareholders meetings
of September 19, 2005 and April 28, 2007), with
consequent amendment to article 5 of the
bylaws. Pertinent and related resolutions
EXCO RESOURCES, INC.
SECURITY 269279402 MEETING TYPE Annual
TICKER SYMBOL XCO MEETING DATE 31-May-2012
ISIN US2692794025 AGENDA 933611748 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 DOUGLAS H. MILLER For For
2 STEPHEN F. SMITH For For
3 JEFFREY D. BENJAMIN For For
4 EARL E. ELLIS For For
5 B. JAMES FORD For For
6 MARK MULHERN For For
7 T. BOONE PICKENS For For
8 WILBUR L. ROSS, JR. For For
9 JEFFREY S. SEROTA For For
10 ROBERT L. STILLWELL For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
3. PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF KPMG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
VULCAN MATERIALS COMPANY
SECURITY 929160109 MEETING TYPE Contested-Annual
TICKER SYMBOL VMC MEETING DATE 01-Jun-2012
ISIN US9291601097 AGENDA 933629478 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 PHILLIP W. FARMER For For
2 H. ALLEN FRANKLIN For For
3 RICHARD T. O'BRIEN For For
4 DONALD B. RICE For For
02 TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS AS DISCLOSED IN THE PROXY
STATEMENT
03 TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER
31, 2012
04 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
MAJORITY VOTING FOR DIRECTOR
ELECTIONS
05 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
BOARD DECLASSIFICATION
06 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
THE ELIMINATION OF SUPER-MAJORITY
VOTING
MOTOROLA MOBILITY HOLDINGS, INC.
SECURITY 620097105 MEETING TYPE Annual
TICKER SYMBOL MEETING DATE 04-Jun-2012
ISIN US6200971058 AGENDA 933615873 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: SANJAY K. JHA Management For For
1B. ELECTION OF DIRECTOR: JON E. BARFIELD Management For For
1C. ELECTION OF DIRECTOR: JEANNE P. Management For For
JACKSON
1D. ELECTION OF DIRECTOR: KEITH A. MEISTER Management For For
1E. ELECTION OF DIRECTOR: THOMAS J. Management For For
MEREDITH
1F. ELECTION OF DIRECTOR: DANIEL A. Management For For
NINIVAGGI
1G. ELECTION OF DIRECTOR: JAMES R. Management For For
STENGEL
1H. ELECTION OF DIRECTOR: ANTHONY J. Management For For
VINCIQUERRA
1I. ELECTION OF DIRECTOR: ANDREW J. Management For For
VITERBI
2. APPROVAL OF THE MATERIAL TERMS Management For For
ALLOWING FOR CERTAIN PERFORMANCE-
BASED AWARDS UNDER THE COMPANY'S
2011 INCENTIVE COMPENSATION PLAN.
3. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION.
4. RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012.
MASTERCARD INCORPORATED
SECURITY 57636Q104 MEETING TYPE Annual
TICKER SYMBOL MA MEETING DATE 05-Jun-2012
ISIN US57636Q1040 AGENDA 933614415 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: AJAY BANGA Management For For
1B. ELECTION OF DIRECTOR: DAVID R. Management For For
CARLUCCI
1C. ELECTION OF DIRECTOR: STEVEN J. Management For For
FREIBERG
1D. ELECTION OF DIRECTOR: RICHARD Management For For
HAYTHORNTHWAITE
1E. ELECTION OF DIRECTOR: MARC OLIVIE Management For For
1F. ELECTION OF DIRECTOR: RIMA QURESHI Management For For
1G. ELECTION OF DIRECTOR: MARK SCHWARTZ Management For For
1H. ELECTION OF DIRECTOR: JACKSON P. TAI Management For For
2. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION
3. APPROVAL OF THE COMPANY'S AMENDED Management For For
AND RESTATED 2006 NON-EMPLOYEE
DIRECTOR EQUITY COMPENSATION PLAN
4. APPROVAL OF THE COMPANY'S AMENDED Management For For
AND RESTATED 2006 LONG TERM
INCENTIVE PLAN
5. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR
2012
AMC NETWORKS INC
SECURITY 00164V103 MEETING TYPE Annual
TICKER SYMBOL AMCX MEETING DATE 05-Jun-2012
ISIN US00164V1035 AGENDA 933616976 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 NEIL M. ASHE For For
2 ALAN D. SCHWARTZ For For
3 LEONARD TOW For For
4 ROBERT C. WRIGHT For For
2. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR
FISCAL YEAR 2012
3. TO APPROVE THE AMC NETWORKS INC. Management For For
AMENDED AND RESTATED 2011 EMPLOYEE
STOCK PLAN
4. TO APPROVE THE AMC NETWORKS INC. Management For For
AMENDED AND RESTATED 2011 CASH
INCENTIVE PLAN
5. TO APPROVE THE AMC NETWORKS INC. Management For For
AMENDED AND RESTATED 2011 STOCK
PLAN FOR NON-EMPLOYEE DIRECTORS
6. TO APPROVE, ON AN ADVISORY BASIS, Management Abstain Against
COMPENSATION OF OUR EXECUTIVE
OFFICERS
7. AN ADVISORY VOTE ON THE FREQUENCY Management Abstain Against
OF THE ADVISORY VOTE ON THE
COMPENSATION OF OUR EXECUTIVE
OFFICERS
TGC INDUSTRIES, INC.
SECURITY 872417308 MEETING TYPE Annual
TICKER SYMBOL TGE MEETING DATE 05-Jun-2012
ISIN US8724173088 AGENDA 933626573 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 WAYNE A. WHITENER For For
2 WILLIAM J. BARRETT For For
3 HERBERT M. GARDNER For For
4 ALLEN T. MCINNES For For
5 EDWARD L. FLYNN For For
6 STEPHANIE P. HURTT For For
2. TO CAST AN ADVISORY VOTE ON Management Abstain Against
EXECUTIVE COMPENSATION.
3. TO CAST AN ADVISORY VOTE ON THE Management Abstain Against
FREQUENCY OF ADVISORY VOTES ON
EXECUTIVE COMPENSATION.
4. RATIFICATION OF SELECTION OF LANE Management For For
GORMAN TRUBITT, PLLC AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
VENOCO, INC.
SECURITY 92275P307 MEETING TYPE Special
TICKER SYMBOL VQ MEETING DATE 05-Jun-2012
ISIN US92275P3073 AGENDA 933631409 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. ADOPTION AND APPROVAL OF THE Management For For
AGREEMENT AND PLAN OF MERGER, DATED
AS OF JANUARY 16, 2012, BY AND AMONG
VENOCO, INC., DENVER PARENT
CORPORATION, DENVER MERGER SUB
CORPORATION AND TIMOTHY M. MARQUEZ,
AS DESCRIBED IN THE PROXY STATEMENT.
2. APPROVAL OF THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT VOTES TO ADOPT
AND APPROVE THE AGREEMENT AND PLAN
OF MERGER.
ABOVENET, INC.
SECURITY 00374N107 MEETING TYPE Special
TICKER SYMBOL ABVT MEETING DATE 05-Jun-2012
ISIN US00374N1072 AGENDA 933631461 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MARCH 18, 2012, AS
IT MAY BE AMENDED FROM TIME TO TIME,
BY AND AMONG ABOVENET, INC., ZAYO
GROUP, LLC AND VOILA SUB, INC.
2. TO ADJOURN THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE AND
PERMITTED UNDER THE MERGER
AGREEMENT, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL
MEETING TO ADOPT THE AGREEMENT AND
PLAN OF MERGER.
3. TO APPROVE ON A NON-BINDING ADVISORY Management Abstain Against
BASIS, THE "GOLDEN PARACHUTE"
COMPENSATION PAYABLE UNDER EXISTING
AGREEMENTS WITH THE COMPANY THAT
CERTAIN EXECUTIVE OFFICERS OF THE
COMPANY WILL OR MAY RECEIVE IN
CONNECTION WITH THE MERGER.
MOSYS, INC.
SECURITY 619718109 MEETING TYPE Annual
TICKER SYMBOL MOSY MEETING DATE 05-Jun-2012
ISIN US6197181091 AGENDA 933634481 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 TOMMY ENG For For
2 CHI-PING HSU For For
3 JAMES D. KUPEC For For
4 STEPHEN L. DOMENIK For For
5 VICTOR K. LEE For For
6 LEONARD PERHAM For For
2. THE RATIFICATION OF THE APPOINTMENT Management For For
OF BURR PILGER MAYER, INC. AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2012.
ISTA PHARMACEUTICALS, INC.
SECURITY 45031X204 MEETING TYPE Special
TICKER SYMBOL ISTA MEETING DATE 05-Jun-2012
ISIN US45031X2045 AGENDA 933636043 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MARCH 26, 2012, BY
AND AMONG ISTA PHARMACEUTICALS, INC.,
BAUSCH & LOMB INCORPORATED AND INGA
ACQUISITION CORPORATION.
2. TO APPROVE, ON A NONBINDING ADVISORY Management Abstain Against
BASIS, THE "GOLDEN PARACHUTE"
COMPENSATION THAT WILL BE PAYABLE TO
THE COMPANY'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER.
3. TO APPROVE ONE OR MORE Management For For
ADJOURNMENTS OF THE SPECIAL MEETING,
IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES TO APPROVE
THE PROPOSAL TO ADOPT THE
AGREEMENT AND PLAN OF MERGER, DATED
AS OF MARCH 26, 2012, BY AND AMONG ISTA
PHARMACEUTICALS, INC., BAUSCH & LOMB
INCORPORATED AND INGA ACQUISTION
CORPORATION.
WESTERNZAGROS RESOURCES LTD.
SECURITY 960008100 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL WZGRF MEETING DATE 06-Jun-2012
ISIN CA9600081009 AGENDA 933621535 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
01 DIRECTOR Management
1 DAVID J. BOONE For For
2 DAVID B. COOK For For
3 FRED J. DYMENT For For
4 JOHN FRANGOS For For
5 M. SIMON HATFIELD For For
6 JAMES C. HOUCK For For
7 RANDALL OLIPHANT For For
8 WILLIAM WALLACE For For
02 ON THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP,
CHARTERED ACCOUNTANTS, AS AUDITORS
OF THE CORPORATION AT SUCH
REMUNERATION AS MAY BE APPROVED BY
THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS OF THE CORPORATION:
03 ON THE RENEWAL AND APPROVAL OF THE Management For For
CORPORATION'S STOCK OPTION PLAN AS
SET FORTH IN THE INFORMATION CIRCULAR
OF THE CORPORATION DATED MARCH 26, 2012.
INTERNATIONAL POWER PLC
SECURITY G4890M109 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 07-Jun-2012
ISIN GB0006320161 AGENDA 703825844 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A Non-Voting
VALID VOTE OPTION FOR THIS MEETING
TYPE.-PLEASE CHOOSE BETWEEN "FOR"
AND "AGAINST" ONLY. SHOULD YOU
CHOOSE TO VOTE-ABSTAIN FOR THIS
MEETING THEN YOUR VOTE WILL BE
DISREGARDED BY THE ISSUER OR-ISSUERS
AGENT.
1 To approve the proposed Scheme of Management For For
Arrangement set out in the notice convening the
Court Meeting dated 14-May-12
INTERNATIONAL POWER PLC
SECURITY G4890M109 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 07-Jun-2012
ISIN GB0006320161 AGENDA 703825856 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO CHANGE IN MEETING TYPE FROM
CRT TO-OGM. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY F-ORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
1 To approve the implementation of the Scheme of Management For For
Arrangement
2 To approve the buy back of the Deferred Shares Management For For
pursuant to the Deferred Shares SPA
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
SECURITY 256743105 MEETING TYPE Annual
TICKER SYMBOL DTG MEETING DATE 07-Jun-2012
ISIN US2567431059 AGENDA 933623604 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 THOMAS P. CAPO For For
2 MARYANN N. KELLER For For
3 HON. EDWARD C. LUMLEY For For
4 RICHARD W. NEU For For
5 JOHN C. POPE For For
6 SCOTT L. THOMPSON For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR 2012.
3. ADVISORY VOTE TO APPROVE Management Abstain Against
COMPENSATION OF NAMED EXECUTIVE
OFFICERS.
4. APPROVAL OF AMENDMENTS TO THE Management For For
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
SECOND AMENDED AND RESTATED LONG-
TERM INCENTIVE PLAN AND DIRECTOR
EQUITY PLAN.
5. APPROVAL OF AN AMENDMENT TO DOLLAR Management For For
THRIFTY AUTOMOTIVE GROUP, INC.'S
CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED COMMON
SHARE CAPITAL.
HEELYS, INC
SECURITY 42279M107 MEETING TYPE Annual
TICKER SYMBOL HLYS MEETING DATE 07-Jun-2012
ISIN US42279M1071 AGENDA 933627450 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 JERRY R. EDWARDS For For
2 PATRICK F. HAMNER For For
3 THOMAS C. HANSEN For For
4 GARY L. MARTIN For For
5 N.R. MCGEACHY, III For For
6 GLENN M. NEBLETT For For
7 RALPH T. PARKS For For
8 RICHARD F. STRUP For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
GRANT THORNTON LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDED 2012.
BIOGEN IDEC INC.
SECURITY 09062X103 MEETING TYPE Annual
TICKER SYMBOL BIIB MEETING DATE 08-Jun-2012
ISIN US09062X1037 AGENDA 933618843 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: CAROLINE D. Management For For
DORSA
1B. ELECTION OF DIRECTOR: STELIOS Management For For
PAPADOPOULOS
1C. ELECTION OF DIRECTOR: GEORGE A. Management For For
SCANGOS
1D. ELECTION OF DIRECTOR: LYNN SCHENK Management For For
1E. ELECTION OF DIRECTOR: ALEXANDER J. Management For For
DENNER
1F. ELECTION OF DIRECTOR: NANCY L. Management For For
LEAMING
1G. ELECTION OF DIRECTOR: RICHARD C. Management For For
MULLIGAN
1H. ELECTION OF DIRECTOR: ROBERT W. Management For For
PANGIA
1I. ELECTION OF DIRECTOR: BRIAN S. POSNER Management For For
1J. ELECTION OF DIRECTOR: ERIC K. Management For For
ROWINSKY
1K. ELECTION OF DIRECTOR: STEPHEN A. Management For For
SHERWIN
1L. ELECTION OF DIRECTOR: WILLIAM D. Management For For
YOUNG
2. TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
BIOGEN IDEC'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2012.
3. SAY ON PAY - AN ADVISORY VOTE ON Management Abstain Against
EXECUTIVE COMPENSATION.
4. TO APPROVE AN AMENDMENT TO BIOGEN Management For For
IDEC'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
ESTABLISHING DELAWARE AS EXCLUSIVE
FORUM FOR CERTAIN DISPUTES.
5. TO APPROVE AN AMENDMENT TO BIOGEN Management For For
IDEC'S SECOND AMENDED AND RESTATED
BYLAWS PERMITTING HOLDERS OF AT
LEAST 25% OF COMMON STOCK TO CALL
SPECIAL MEETINGS.
UNITED RENTALS, INC.
SECURITY 911363109 MEETING TYPE Annual
TICKER SYMBOL URI MEETING DATE 08-Jun-2012
ISIN US9113631090 AGENDA 933634722 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: JENNE K. BRITELL Management For For
1B. ELECTION OF DIRECTOR: JOSE B. ALVAREZ Management For For
1C. ELECTION OF DIRECTOR: BOBBY J. GRIFFIN Management For For
1D. ELECTION OF DIRECTOR: MICHAEL J. Management For For
KNEELAND
1E. ELECTION OF DIRECTOR: PIERRE E. LEROY Management For For
1F. ELECTION OF DIRECTOR: SINGLETON B. Management For For
MCALLISTER
1G. ELECTION OF DIRECTOR: BRIAN D. Management For For
MCAULEY
1H. ELECTION OF DIRECTOR: JOHN S. Management For For
MCKINNEY
1I. ELECTION OF DIRECTOR: JAMES H. OZANNE Management For For
1J. ELECTION OF DIRECTOR: JASON D. Management For For
PAPASTAVROU
1K. ELECTION OF DIRECTOR: FILIPPO Management For For
PASSERINI
1L. ELECTION OF DIRECTOR: DONALD C. ROOF Management For For
1M. ELECTION OF DIRECTOR: KEITH WIMBUSH Management For For
2. AMENDMENT TO OUR AMENDED AND Management For For
RESTATED 2010 LONG TERM INCENTIVE
PLAN
3. RATIFICATION OF THE APPOINTMENT OF Management For For
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
4. RESOLUTION APPROVING THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS ON AN ADVISORY
BASIS
5. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
"EXCLUSIVE FORUM" BYLAW
MGM RESORTS INTERNATIONAL
SECURITY 552953101 MEETING TYPE Annual
TICKER SYMBOL MGM MEETING DATE 12-Jun-2012
ISIN US5529531015 AGENDA 933618691 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 DIRECTOR Management
1 ROBERT H. BALDWIN For For
2 WILLIAM A. BIBLE For For
3 BURTON M. COHEN For For
4 WILLIE D. DAVIS For For
5 ALEXIS M. HERMAN For For
6 ROLAND HERNANDEZ For For
7 ANTHONY MANDEKIC For For
8 ROSE MCKINNEY-JAMES For For
9 JAMES J. MURREN For For
10 DANIEL J. TAYLOR For For
2 TO RATIFY THE SELECTION OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2012.
3 TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
SANDISK CORPORATION
SECURITY 80004C101 MEETING TYPE Annual
TICKER SYMBOL SNDK MEETING DATE 12-Jun-2012
ISIN US80004C1018 AGENDA 933620571 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: MICHAEL E. Management For For
MARKS
1B. ELECTION OF DIRECTOR: KEVIN DENUCCIO Management For For
1C. ELECTION OF DIRECTOR: IRWIN FEDERMAN Management For For
1D. ELECTION OF DIRECTOR: STEVEN J. GOMO Management For For
1E. ELECTION OF DIRECTOR: EDDY W. Management For For
HARTENSTEIN
1F. ELECTION OF DIRECTOR: DR. CHENMING HU Management For For
1G. ELECTION OF DIRECTOR: CATHERINE P. Management For For
LEGO
1H. ELECTION OF DIRECTOR: SANJAY Management For For
MEHROTRA
2. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 30, 2012.
3. ADVISORY RESOLUTION TO APPROVE Management Abstain Against
EXECUTIVE COMPENSATION.
SUREWEST COMMUNICATIONS
SECURITY 868733106 MEETING TYPE Special
TICKER SYMBOL SURW MEETING DATE 12-Jun-2012
ISIN US8687331061 AGENDA 933630104 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. TO APPROVE THE MERGER AGREEMENT, Management For For
THE MERGER CERTIFICATE AND THE
TRANSACTIONS CONTEMPLATED THEREBY,
INCLUDING THE FIRST MERGER.
2. TO APPROVE, BY AN ADVISORY VOTE, THE Management Abstain Against
CHANGE IN CONTROL SEVERANCE
PAYMENTS OF THE NAMED EXECUTIVE
OFFICERS.
3. TO APPROVE THE ADJOURNMENT OR Management For For
POSTPONEMENT OF THE SPECIAL MEETING,
IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES.
RHOEN KLINIKUM AG, BAD NEUSTADT
SECURITY D6530N119 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 13-Jun-2012
ISIN DE0007042301 AGENDA 703801349 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTI-ON WITH SPECIFIC ITEMS OF
THE AGENDA FOR THE GENERAL MEETING
YOU ARE NOT ENTIT-LED TO EXERCISE
YOUR VOTING RIGHTS. FURTHER, YOUR
VOTING RIGHT MIGHT BE EXCLUD-ED WHEN
YOUR SHARE IN VOTING RIGHTS HAS
REACHED CERTAIN THRESHOLDS AND YOU
HAV-E NOT COMPLIED WITH ANY OF YOUR
MANDATORY VOTING RIGHTS
NOTIFICATIONS PURSUANT-TO THE
GERMAN SECURITIES TRADING ACT
(WHPG). FOR QUESTIONS IN THIS REGARD
PLE-ASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE FOR CLARIFICATION. IF
YOU DO NO-T HAVE ANY INDICATION
REGARDING SUCH CONFLICT OF INTEREST,
OR ANOTHER EXCLUSIO-N FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL.
THANK YOU.
PLEASE NOTE THAT THE TRUE RECORD Non-Voting
DATE FOR THIS MEETING IS 23 MAY 2012,
WHEREAS-THE MEETING HAS BEEN SETUP
USING THE ACTUAL RECORD DATE-1
BUSINESS DAY. THIS-IS DONE TO ENSURE
THAT ALL POSITIONS REPORTED ARE IN
CONCURRENCE WITH THE GERM-AN LAW.
THANK YOU.
COUNTER PROPOSALS MAY BE SUBMITTED Non-Voting
UNTIL 29 MAY 2012. FURTHER INFORMATION
ON C-OUNTER PROPOSALS CAN BE FOUND
DIRECTLY ON THE ISSUER'S WEBSITE
(PLEASE REFER T-O THE MATERIAL URL
SECTION OF THE APPLICATION). IF YOU
WISH TO ACT ON THESE IT-EMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND
AND VOTE YOUR SHARES DIRECTLY A-T
THE COMPANY'S MEETING. COUNTER
PROPOSALS CANNOT BE REFLECTED IN
THE BALLOT O-N PROXYEDGE.
1. Presentation of the approved Annual Financial Non-Voting
Statements and the Consolidated-Financial
Statements for the year ended 31 December
2011, as well as the Manag-ement Reports on
the situation of the Company and of the Group for
financial y-ear 2011 (including the notes on the
disclosures pursuant to sections 289 (4)-and (5),
315 (4) of the German Commercial Code
(Handelsgesetzbuch, HGB), respe-ctively, for
financial year 2011) and the Report of the
Supervisory Board for-financial year 2011
2. Resolution on the appropriation of the net Management For For
distributable profit
3.1 Resolution on formal approval of the actions of Management For For
the members of the Board of Management for
financial year 2011: Wolfgang Pfoehler
3.2 Resolution on formal approval of the actions of Management For For
the members of the Board of Management for
financial year 2011: Volker Feldkamp
3.3 Resolution on formal approval of the actions of Management For For
the members of the Board of Management for
financial year 2011: Dr. Erik Hamann
3.4 Resolution on formal approval of the actions of Management For For
the members of the Board of Management for
financial year 2011: Wolfgang Kunz
3.5 Resolution on formal approval of the actions of Management For For
the members of the Board of Management for
financial year 2011: Martin Menger
3.6 Resolution on formal approval of the actions of Management For For
the members of the Board of Management for
financial year 2011: Dr. Irmgard Stippler
3.7 Resolution on formal approval of the actions of Management For For
the members of the Board of Management for
financial year 2011: Dr. Christoph Straub
4.1 Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board for
financial year 2011: Eugen Muench
4.2 Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board for
financial year 2011: Joachim Lueddecke
4.3 Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board for
financial year 2011: Wolfgang Muendel
4.4 Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board for
financial year 2011: Peter Berghoefer
4.5 Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board for
financial year 2011: Bettina Boettcher
4.6 Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board for
financial year 2011: Sylvia Buehler
4.7 Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board for
financial year 2011: Helmut Buehner
4.8 Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board for
financial year 2011: Professor Dr. Gerhard
Ehninger
4.9 Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board for
financial year 2011: Stefan Haertel
4.10 Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board for
financial year 2011: Caspar von Hauenschild
4.11 Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board for
financial year 2011: Detlef Klimpe
4.12 Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board for
financial year 2011: Professor Dr. Dr. sc.
(Havard) Karl W. Lauterbach
4.13 Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board for
financial year 2011: Michael Mendel
4.14 Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board for
financial year 2011: Dr. Ruediger Merz
4.15 Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board for
financial year 2011: Dr. Brigitte Mohn
4.16 Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board for
financial year 2011: Annett Mueller
4.17 Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board for
financial year 2011: Jens-Peter Neumann
4.18 Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board for
financial year 2011: Werner Prange
4.19 Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board for
financial year 2011: Professor Dr. Jan Schmitt
4.20 Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board for
financial year 2011: Georg Schutze-Ziehaus
4.21 Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board for
financial year 2011: Dr. Rudolf Schwab
5. Election of the statutory auditor for financial year Management For For
2012: PricewaterhouseCoopers
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft, Frankfurt am
Main
6. Resolution on a new authorisation to purchase Management Against Against
and use treasury shares pursuant to section
71(1) no.8 of the AktG as well as on the
exclusion of subscription rights
FREEPORT-MCMORAN COPPER & GOLD INC.
SECURITY 35671D857 MEETING TYPE Annual
TICKER SYMBOL FCX MEETING DATE 14-Jun-2012
ISIN US35671D8570 AGENDA 933621989 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 DIRECTOR Management
1 RICHARD C. ADKERSON For For
2 ROBERT J. ALLISON, JR. For For
3 ROBERT A. DAY For For
4 GERALD J. FORD For For
5 H. DEVON GRAHAM, JR. For For
6 CHARLES C. KRULAK For For
7 BOBBY LEE LACKEY For For
8 JON C. MADONNA For For
9 DUSTAN E. MCCOY For For
10 JAMES R. MOFFETT For For
11 B. M. RANKIN, JR. For For
12 STEPHEN H. SIEGELE For For
2 APPROVAL, ON AN ADVISORY BASIS, OF Management For For
THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
03 RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
04 STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
THE SELECTION OF A CANDIDATE WITH
ENVIRONMENTAL EXPERTISE TO BE
RECOMMENDED FOR ELECTION TO THE
BOARD OF DIRECTORS.
CHURCHILL DOWNS INCORPORATED
SECURITY 171484108 MEETING TYPE Annual
TICKER SYMBOL CHDN MEETING DATE 14-Jun-2012
ISIN US1714841087 AGENDA 933631980 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. DIRECTOR Management
1 LEONARD S. COLEMAN, JR. For For
2 CRAIG J. DUCHOSSOIS For For
3 ROBERT L. EVANS For For
4 G. WATTS HUMPHREY, JR. For For
2. PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF PRICEWATERHOUSECOOPERS LLP TO
SERVE AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR CHURCHILL
DOWNS INCORPORATED FOR THE YEAR
ENDING DECEMBER 31, 2012 (PROPOSAL
NO. 2).
3. PROPOSAL TO APPROVE THE MATERIAL Management For For
TERMS OF THE PERFORMANCE GOALS AND
MAXIMUM AWARDS PAYABLE TO ROBERT L.
EVANS, WILLIAM C. CARSTANJEN, WILLIAM
E. MUDD AND ALAN K. TSE UNDER THE
CHURCHILL DOWNS INCORPORATED
AMENDED AND RESTATED INCENTIVE
COMPENSATION PLAN (1997) (PROPOSAL
NO. 3).
4. PROPOSAL TO APPROVE THE Management For For
PERFORMANCE GOALS FOR
PERFORMANCE-BASED AWARDS UNDER
THE CHURCHILL DOWNS INCORPORATED
EXECUTIVE ANNUAL INCENTIVE PLAN
(PROPOSAL NO. 4).
5. PROPOSAL TO APPROVE AN AMENDMENT Management Against Against
TO THE CHURCHILL DOWNS
INCORPORATED 2007 OMNIBUS STOCK
INCENTIVE PLAN (PROPOSAL NO. 5).
6. PROPOSAL TO APPROVE AN AMENDMENT Management For For
TO THE CHURCHILL DOWNS
INCORPORATED 2000 EMPLOYEE STOCK
PURCHASE PLAN (PROPOSAL NO. 6).
7. PROPOSAL TO APPROVE THE AMENDED Management Against Against
AND RESTATED ARTICLES OF
INCORPORATION (PROPOSAL NO. 7).
8. PROPOSAL TO APPROVE, BY NON-BINDING Management Abstain Against
ADVISORY VOTE, EXECUTIVE
COMPENSATION (PROPOSAL NO. 8).
CABLE & WIRELESS WORLDWIDE PLC, BRACKNELL
SECURITY G1839Y103 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 18-Jun-2012
ISIN GB00B5WB0X89 AGENDA 703836772 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 That: (A) for the purpose of giving effect to the Management For For
scheme of arrangement dated 21 May 2012 (the
"Scheme") proposed to be made between the
Company and holders of Scheme Shares (as
defined in the Scheme): (i) the directors of the
Company be authorised to take all such action as
they may consider necessary or appropriate for
carrying the Scheme into effect; (ii) the share
capital of the Company be reduced by cancelling
and extinguishing all the Scheme Shares (as
defined in the Scheme); (iii) following the capital
reduction: (a) the share capital of the Company
be increased to its former amount by the issue of
new ordinary shares of five pence each; and (b)
the reserve arising in the books of account of the
Company as a result of the cancellation of the
Scheme Shares be applied in paying up in full the
new ordinary shares; CONTD
CONT CONTD and (iv) the directors be authorised for Non-Voting
the purposes of section 551 of-the Companies
Act 2006 to allot the new ordinary shares; and (B)
the articles-of association of the Company be
amended on the terms described in the notice-of
the General Meeting
CABLE & WIRELESS WORLDWIDE PLC, BRACKNELL
SECURITY G1839Y103 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 18-Jun-2012
ISIN GB00B5WB0X89 AGENDA 703837572 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A Non-Voting
VALID VOTE OPTION FOR THIS MEETING
TYPE.-PLEASE CHOOSE BETWEEN "FOR"
AND "AGAINST" ONLY. SHOULD YOU
CHOOSE TO VOTE-ABSTAIN FOR THIS
MEETING THEN YOUR VOTE WILL BE
DISREGARDED BY THE ISSUER OR-ISSUERS
AGENT.
1 For the purpose of considering and, if thought fit, Management For For
approving (with or without modification) a scheme
of arrangement pursuant to Part 26 of the
Companies Act 2006 dated 21 May 2012 (the
"Scheme of Arrangement") proposed to be made
between Cable & Wireless Worldwide plc (the
"Company") and the holders of Scheme Shares
(as so defined)
AMERICAN TOWER CORPORATION
SECURITY 03027X100 MEETING TYPE Annual
TICKER SYMBOL AMT MEETING DATE 19-Jun-2012
ISIN US03027X1000 AGENDA 933622246 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: RAYMOND P. Management For For
DOLAN
1B. ELECTION OF DIRECTOR: RONALD M. DYKES Management For For
1C. ELECTION OF DIRECTOR: CAROLYN F. KATZ Management For For
1D. ELECTION OF DIRECTOR: GUSTAVO LARA Management For For
CANTU
1E. ELECTION OF DIRECTOR: JOANN A. REED Management For For
1F. ELECTION OF DIRECTOR: PAMELA D.A. Management For For
REEVE
1G. ELECTION OF DIRECTOR: DAVID E. Management For For
SHARBUTT
1H. ELECTION OF DIRECTOR: JAMES D. Management For For
TAICLET, JR.
1I. ELECTION OF DIRECTOR: SAMME L. Management For For
THOMPSON
2. TO RATIFY THE SELECTION OF DELOITTE & Management For For
TOUCHE LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2012.
3. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPANY'S EXECUTIVE COMPENSATION.
4. TO REQUIRE EXECUTIVES TO RETAIN A Shareholder Against For
SIGNIFICANT PERCENTAGE OF STOCK
ACQUIRED THROUGH EQUITY PAY
PROGRAMS UNTIL ONE YEAR FOLLOWING
TERMINATION OF THEIR EMPLOYMENT.
ARDEA BIOSCIENCES, INC.
SECURITY 03969P107 MEETING TYPE Special
TICKER SYMBOL RDEA MEETING DATE 19-Jun-2012
ISIN US03969P1075 AGENDA 933645268 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF APRIL 21, 2012, BY
AND AMONG ARDEA BIOSCIENCES, INC.
("ARDEA"), ZENECA INC., A WHOLLY OWNED
SUBSIDIARY OF ASTRAZENECA PLC, AND
QAM CORP., A WHOLLY OWNED SUBSIDIARY
OF ZENECA INC.
2. TO APPROVE ON AN ADVISORY, NON- Management Abstain Against
BINDING BASIS THE COMPENSATION THAT
MAY BE PAID OR BECOME PAYABLE TO
ARDEA'S NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER,
INCLUDING THE AGREEMENTS AND
UNDERSTANDINGS PURSUANT TO WHICH
SUCH COMPENSATION MAY BE PAID OR
BECOME PAYABLE.
3. TO APPROVE THE ADJOURNMENT OF THE Management For For
SPECIAL MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IF THERE
ARE NOT SUFFICIENT VOTES IN FAVOR OF
PROPOSAL NO. 1.
ALEO SOLAR AG, OLDENBURG
SECURITY D03137102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 20-Jun-2012
ISIN DE000A0JM634 AGENDA 703819524 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTI-ON WITH SPECIFIC ITEMS OF
THE AGENDA FOR THE GENERAL MEETING
YOU ARE NOT ENTIT-LED TO EXERCISE
YOUR VOTING RIGHTS. FURTHER, YOUR
VOTING RIGHT MIGHT BE EXCLUD-ED WHEN
YOUR SHARE IN VOTING RIGHTS HAS
REACHED CERTAIN THRESHOLDS AND YOU
HAV-E NOT COMPLIED WITH ANY OF YOUR
MANDATORY VOTING RIGHTS
NOTIFICATIONS PURSUANT-TO THE
GERMAN SECURITIES TRADING ACT
(WHPG). FOR QUESTIONS IN THIS REGARD
PLE-ASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE FOR CLARIFICATION. IF
YOU DO NO-T HAVE ANY INDICATION
REGARDING SUCH CONFLICT OF INTEREST,
OR ANOTHER EXCLUSIO-N FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL.
THANK YOU.
For German registered shares, the shares have Non-Voting
to be registered within the comp-any's
shareholder book. Depending on the processing
of the local sub custodian-if a client wishes to
withdraw its voting instruction due to intentions to
tr-ade/lend their stock, a Take No Action vote
must be received by the vote deadl-ine as
displayed on ProxyEdge to facilitate de-
registration of shares from the-company's
shareholder book. Any Take No Action votes
received after the vote-deadline will only be
forwarded and processed on a best effort basis.
Please c-ontact your client services
representative if you require further information.-
Thank you.
COUNTER PROPOSALS MAY BE SUBMITTED Non-Voting
UNTIL 05 JUN 2012. FURTHER INFORMATION
ON C-OUNTER PROPOSALS CAN BE FOUND
DIRECTLY ON THE ISSUER'S WEBSITE
(PLEASE REFER T-O THE MATERIAL URL
SECTION OF THE APPLICATION). IF YOU
WISH TO ACT ON THESE IT-EMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND
AND VOTE YOUR SHARES DIRECTLY A-T
THE COMPANY'S MEETING. COUNTER
PROPOSALS CANNOT BE REFLECTED IN
THE BALLOT O-N PROXYEDGE.
1. Presentation of the adopted annual financial Non-Voting
statements of aleo solar AG as at-31 December
2011, the approved consolidated financial
statements as at 31 Dec-ember 2011, the
management report for aleo solar AG and the
Group, including t-he Management Board's
explanatory report on the disclosures pursuant to
sectio-n 289 (4) and (5) and section 315 (4)
German Commercial Code (Handelsgesetzbuc-h
- HGB) as well as the report of the Supervisory
Board
2. Resolution on formal approval of the actions of Management For For
the members of the Management Board
3. Resolution on formal approval of the actions of Management For For
the members of the Supervisory Board
4. Resolution on the appointment of the auditor of Management For For
the annual financial statements and the auditor of
the consolidated financial statements for the
2012 financial year as well as of the auditor
tasked with the review of the interim financial
statements
5. Resolution on the election of a new Supervisory Management For For
Board member: Mr Christoph Kubel
6. Resolution on the amendment of the Articles of Management For For
Association to adjust the rule prohibiting the
recording of changes in share ownership: Article 17
COVE ENERGY PLC, LONDON
SECURITY G2553L103 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 20-Jun-2012
ISIN GB0034353531 AGENDA 703862056 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 To receive and adopt the report of the directors Management For For
and the financial statements of the Company for
the year ending 31 December 2011 together with
the report of the auditors thereon
2 To re-elect Steve Staley and Frank Moxon who Management For For
retire by rotation and, being eligible, offer
themselves for re-election, as directors of the
Company
3 To reappoint Mazars LLP as auditors of the Management For For
Company and to authorise the directors to fix
their remuneration
4 To grant the Directors authority to allot shares Management For For
generally
5 To disapply the statutory pre-emption provisions Management Against Against
HERITAGE OIL PLC, ST HELIER
SECURITY G4509M102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 21-Jun-2012
ISIN JE00B2Q4TN56 AGENDA 703840466 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 To receive the Director's Report and the financial Management For For
statements of the Company for the year ended
31 December 2011, together with the report of
the auditors
2 To approve the Directors' Remuneration Report Management For For
contained in the financial statements and reports
of the company for the year ended 31 December
2011
3 To re-appoint KPMG Audit Plc as auditors of the Management For For
Company
4 To authorize the Directors to determine the Management For For
remuneration of the auditors
5 To re-elect Michael Hibberd as a Director of the Management For For
company
6 To re-elect Anthony Duckingham as a Director of Management For For
the company
7 To re-elect Paul Atherton as a Director of the Management For For
company
8 To re-elect General Sir Michael Wilkes as a Management For For
Director of the company
9 To re-elect John McLeod as a Director of the Management For For
Company
10 To re-elect Gregory Turnbull Q.C. as a Director of Management For For
the company
11 To elect Carmen Rodriguez as a Director of the Management For For
company
12 To elect Colonel Mark Erwin as a Director of the Management For For
company
13 To approve the Waiver granted by the Panel Management For For
14 To renew the authority conferred on the Directors Management For For
by Article 10.4 of the Articles of Association of the
company
15 That the company is generally and Management For For
unconditionally authorised to use electronic
means to convey information to its shareholders
IBERDROLA SA, BILBAO
SECURITY E6165F166 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 22-Jun-2012
ISIN ES0144580Y14 AGENDA 703819423 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE IN THE EVENT THE MEETING Non-Voting
DOES NOT REACH QUORUM, THERE WILL
BE A SE-COND CALL ON 23 JUN 2012.
CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL REMAIN V-ALID FOR
ALL CALLS UNLESS THE AGENDA IS
AMENDED. THANK YOU.
CMMT SHAREHOLDERS WHO PARTICIPATE IN ANY Non-Voting
FORM AT THE ORDINARY GENERAL
MEETING, WHET-HER DIRECTLY, BY PROXY,
OR BY LONG-DISTANCE VOTING, SHALL BE
ENTITLED TO RECEI-VE AN ATTENDANCE
PREMIUM (0.005 EUROS GROSS PER
SHARE).
1 Approval of the individual annual financial Management For For
statements of the Company and of the annual
financial statements consolidated with those of its
subsidiaries for the fiscal year ended on 31
December 2011
2 Approval of the individual management report of Management For For
the Company and of the consolidated
management report of the Company and its
subsidiaries for the fiscal year ended on 31
December 2011
3 Approval of the management and activities of the Management For For
Board of Directors during the fiscal year ended
on 31 December 2011
4 Re-election of the auditor of the Company and of Management For For
its consolidated group for fiscal year 2012: Ernst
& Young, S.L.
5 Approval of the proposal for the allocation of Management For For
profits/losses and the distribution of dividends for
the fiscal year ended on 31 December 2011
6 Approval of an increase in share capital by Management For For None
means of a scrip issue at a maximum reference
market value of two thousand eighteen million
Euros for the free-of-charge allocation of new
shares to the shareholders of the Company. Offer
to the shareholders of the acquisition of their
free-of-charge allocation rights at a guaranteed
price. Express provision for the possibility of an
incomplete allocation. Application for admission
of the shares issued to listing on the Bilbao,
Madrid, Barcelona, and Valencia Stock
Exchanges, through the Automated Quotation
System (Sistema de Interconexion Bursatil).
Delegation of powers to the Board of Directors,
with express powers of substitution, including,
among others, the power to implement the capital
increase by means of a scrip issue on one or, at
most, two occasions (with the reference market
value not exceeding one thousand twelve million
Euros on the first implementation or one
thousand six million Euros on the second
implementation, if any) and the power to amend
article 5 of the By-Laws in each implementation
7.A To ratify the appointment of Mr Jose Luis San Management For For
Pedro Guerenabarrena as director designated on
an interim basis by resolution adopted by the
Board of Directors at the meeting held on 24 April
2012, after a favourable report from the
Nominating and Compensation Committee, with
the status of "executive director" and with his
term of office expiring on 26 March 2015, i.e. the
date of expiration of the term of office of the
member previously in such position, Mr Jose
Ignacio Berroeta Echevarria, whom he replaces
7.B To ratify the appointment of Mr Angel Jesus Management For For
Acebes Paniagua as director designated on an
interim basis by resolution adopted by the Board
of Directors at the meeting held on 24 April 2012,
after a favourable report from the Nominating and
Compensation Committee, with the status of
"other external director" and with his term of
office expiring on 26 March 2015, i.e. the date of
expiration of the term of office of the member
previously in such position, Mr Ricardo Alvarez
Isasi, whom he replaces
7.C To re-elect Mr Xabier de Irala Estevez as director Management For For
to a term of four years, as provided in the By-
Laws. The re-election of the director, classified as
external proprietary director, is submitted by the
Board of Directors to the shareholders at the
General Shareholders' Meeting after a favourable
report from the Nominating and Compensation
Committee
7.D To re-elect Mr Inigo Victor de Oriol Ibarra as Management For For
director to a term of four years, as provided in the
By-Laws. The re-election of the director,
classified as external independent director, is
submitted by the Board of Directors to the
shareholders at the General Shareholders'
Meeting at the proposal of the Nominating and
Compensation Committee
7.E To re-elect Ms Ines Macho Stadler as director to Management For For
a term of four years, as provided in the By-Laws.
The re-election of the director, classified as
external independent director, is submitted by the
Board of Directors to the shareholders at the
General Shareholders' Meeting at the proposal of
the Nominating and Compensation Committee
7.F To re-elect Mr Braulio Medel Camara as director Management For For
to a term of four years, as provided in the By-
Laws. The re-election of the director, classified as
external independent director, is submitted by the
Board of Directors to the shareholders at the
General Shareholders' Meeting at the proposal of
the Nominating and Compensation Committee
7.G To re-elect Ms Samantha Barber as director to a Management For For
term of four years, as provided in the By-Laws.
The re-election of the director, classified as
external independent director, is submitted by the
Board of Directors to the shareholders at the
General Shareholders' Meeting at the proposal of
the Nominating and Compensation Committee
7.H To appoint Mr Francisco Pons Alcoy as director Management For For
to a term of four years, as provided in the By-
Laws. The appointment of the director, classified
as external proprietary director, is submitted by
the Board of Directors to the shareholders at the
General Shareholders' Meeting after a favourable
report from the Nominating and Compensation
Committee
8 Authorisation to the Board of Directors, with the Management For For
express power of substitution, for a term of five
years, to issue: (1) simple bonds or debentures
and other fixed-income securities of a like nature
(other than notes), as well as preferred stock, up
to a maximum limit of twenty billion Euros, and
(2) notes up to a maximum limit at any time,
independently of the previously-mentioned limit,
of six billion Euros. Authorisation for the
Company to guarantee, within the limits set forth
above, new issuances of securities by its
subsidiaries. Revocation of the authorisation
granted for such purpose by the shareholders at
the General Shareholders' Meeting of 27 May
2011 to the extent of the unused amount
9 Authorisation to the Board of Directors, with the Management For For
express power of substitution, to apply for the
listing on and delisting from Spanish or foreign,
official or unofficial, organised or other secondary
markets of the shares, debentures, bonds, notes,
preferred stock, or any other securities issued or
to be issued, and to adopt such resolutions as
may be necessary to ensure the continued listing
of the shares, debentures, or other securities of
the Company that may then be outstanding, for
which purpose the authorisation granted to such
end by the shareholders at the General
Shareholders' Meeting of 27 May 2011 is hereby
deprived of effect
10 Authorisation to the Board of Directors, with the Management For For
express power of substitution, to create and fund
associations, entities, and foundations, up to a
maximum limit of twelve million Euros per annum,
pursuant to applicable legal provisions, for which
purpose the authorisation granted by the
shareholders at the General Shareholders'
Meeting of 27 May 2011 is hereby deprived of
effect to the extent of the unused amount
11.A Amendment of articles 19.1, 19.4, 20.1, 20.2, Management For For
20.4, and 23.3 of the By-Laws for adjustment
thereof to the amendment of the Companies Act
by Act 25/2011
11.B Amendment of articles 24.1, 24.2, and 25.2 of the Management For For
By-Laws in order to include technical
improvements
12 Amendment of articles 8.1, 8.3, 8.4, 9.2, 12.10 Management For For
(formerly, 12.9), 13.3, 14.1, 14.2, 28.1, 32.1, and
35.2 of the Regulations for the General
Shareholders' Meeting and inclusion of two new
articles: 12.9 and 13.5
13 Approval of the corporate website Management For For
(www.iberdrola.com)
14 Delegation of powers to formalise and implement Management For For
all resolutions adopted by the shareholders at the
General Shareholders' Meeting, for conversion
thereof into a public instrument, and for the
interpretation, correction, supplementation
thereof or further elaboration thereon, and
registration thereof
15 Consultative vote regarding the Annual Director Management For For
Compensation Report
SALEM COMMUNICATIONS CORPORATION
SECURITY 794093104 MEETING TYPE Annual
TICKER SYMBOL SALM MEETING DATE 22-Jun-2012
ISIN US7940931048 AGENDA 933621852 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1A. ELECTION OF DIRECTOR: STUART W. Management For For
EPPERSON
1B. ELECTION OF DIRECTOR: EDWARD G. Management For For
ATSINGER III
1C. ELECTION OF DIRECTOR: DAVID Management For For
DAVENPORT
1D. ELECTION OF DIRECTOR: ROLAND S. HINZ Management For For
1E. ELECTION OF DIRECTOR: RICHARD A. Management For For
RIDDLE
1F. ELECTION OF DIRECTOR: JONATHAN Management For For
VENVERLOH
1G. ELECTION OF DIRECTOR: DENNIS M. Management For For
WEINBERG
1H. ELECTION OF DIRECTOR: FRANK WRIGHT Management For For
2. APPROVAL TO AMEND SALEM'S AMENDED Management Against Against
AND RESTATED STOCK INCENTIVE PLAN
(THE"PLAN") TO INCREASE THE NUMBER OF
SHARES RESERVED FOR ISSUANCE UNDER
THE PLAN.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
SINGERLEWAK LLP AS SALEM'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2012.
ERESEARCH TECHNOLOGY, INC.
SECURITY 29481V108 MEETING TYPE Special
TICKER SYMBOL ERT MEETING DATE 22-Jun-2012
ISIN US29481V1089 AGENDA 933646486 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. TO CONSIDER AND VOTE UPON A Management For For
PROPOSAL TO ADOPT THE AGREEMENT
AND PLAN OF MERGER, DATED AS OF APRIL
9, 2012, BY AND AMONG THE COMPANY,
EXPLORER HOLDINGS, INC. AND EXPLORER
ACQUISITION CORP., A WHOLLY-OWNED
SUBSIDIARY OF EXPLORER HOLDINGS, INC.
2. TO CAST A NON-BINDING ADVISORY VOTE Management Abstain Against
TO APPROVE THE "GOLDEN PARACHUTE"
COMPENSATION THAT MAY BE PAYABLE TO
THE COMPANY'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER.
3. TO CONSIDER AND VOTE UPON A Management For For
PROPOSAL TO APPROVE ONE OR MORE
ADJOURNMENTS OF THE SPECIAL MEETING,
IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES TO APPROVE
THE PROPOSAL TO ADOPT THE MERGER
AGREEMENT.
ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LTD
SECURITY G0534R108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 26-Jun-2012
ISIN BMG0534R1088 AGENDA 703845606 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT PLEASE NOTE THAT THE COMPANY NOTICE Non-Voting
IS AVAILABLE BY CLICKING ON THE URL
LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/
2012/0524/LTN20120524262.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE Non-Voting
ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'
FOR-ALL RESOLUTIONS. THANK YOU.
1 To receive and approve the audited consolidated Management For For
financial statements for the year ended 31
December 2011 and the reports of the Directors
and auditors thereon
2(a) To re-elect Mr. John F. Connelly as a Director Management For For
2(b) To re-elect Mr. Sherwood P. Dodge as a Director Management For For
2(c) To re-elect Mr. Peter Jackson as a Director Management For For
2(d) To re-elect Ms. Nancy KU as a Director Management For For
2(e) To re-elect Mr. MI Zeng Xin as a Director Management For For
2(f) To authorise the Board to fix the remuneration of Management For For
the directors
3 To re-appoint PricewaterhouseCoopers as Management For For
auditors of the Company and authorise the Board
to fix their remuneration for the year ending 31
December 2012
4 To grant a general mandate to the Directors to Management For For
allot, issue and dispose of new shares in the
capital of the Company
5 To grant a general mandate to the Directors to Management For For
repurchase shares of the Company
6 To extend, conditional upon the passing of Management For For
Resolutions (4) and (5), the general mandate to
allot, issue and dispose of new shares by adding
the number of shares repurchased
ENDESA SA, MADRID
SECURITY E41222113 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 26-Jun-2012
ISIN ES0130670112 AGENDA 703854768 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1 Review and approval of the annual financial Management For For
statements of the company and its consolidated
group during the period ending 31.12.11
2 Review and approval of the management Management For For
performed by the board for the company and its
consolidated group during the period ending
31.12.2011
3 Examination and approval of the corporate Management For For
management for 2011
4 Review and approval of the application of results Management For For
and dividend distribution for 2011
5 Ratification of the corporate website Management For For
6 Re-election of D.Andrea Brentan as board Management For For
member
7 Re-election of D.Luigi Ferraris as board member Management For For
8 Dismissal of D.Claudio Machetti and appointment Management For For
of D.Massimo as board member
9 Elect Salvador Montejo Velilla as Director Management For For
10 Information about the amendment of board Management For For
regulations
11 Consultative report on the remuneration policy of Management For For
the board members
12 Delegation of powers Management For For
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO CHANGE IN TEXT OF RESOLUTION
9. IF-YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLE-SS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
PIER 1 IMPORTS, INC.
SECURITY 720279108 MEETING TYPE Annual
TICKER SYMBOL PIR MEETING DATE 26-Jun-2012
ISIN US7202791080 AGENDA 933629632 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1.1 ELECTION OF DIRECTOR: CLAIRE H. Management For For
BABROWSKI
1.2 ELECTION OF DIRECTOR: JOHN H. Management For For
BURGOYNE
1.3 ELECTION OF DIRECTOR: HAMISH A. DODDS Management For For
1.4 ELECTION OF DIRECTOR: MICHAEL R. Management For For
FERRARI
1.5 ELECTION OF DIRECTOR: BRENDAN L. Management For For
HOFFMAN
1.6 ELECTION OF DIRECTOR: TERRY E. LONDON Management For For
1.7 ELECTION OF DIRECTOR: ALEXANDER W. Management For For
SMITH
1.8 ELECTION OF DIRECTOR: CECE SMITH Management For For
2 A NON-BINDING, ADVISORY RESOLUTION TO Management Abstain Against
APPROVE THE COMPENSATION OF PIER 1
IMPORTS' NAMED EXECUTIVE OFFICERS AS
DISCLOSED PURSUANT TO THE
COMPENSATION DISCLOSURE RULES OF
THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING THE
COMPENSATION DISCUSSION AND
ANALYSIS, COMPENSATION TABLES AND
NARRATIVE DISCUSSION IN THE PROXY
STATEMENT UNDER THE CAPTION
"EXECUTIVE COMPENSATION."
3 THE RATIFICATION OF THE AUDIT Management For For
COMMITTEE'S ENGAGEMENT OF ERNST &
YOUNG LLP AS PIER 1 IMPORTS'
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2013.
KNOLOGY, INC.
SECURITY 499183804 MEETING TYPE Special
TICKER SYMBOL KNOL MEETING DATE 26-Jun-2012
ISIN US4991838040 AGENDA 933651778 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF APRIL 18, 2012 AND
AS IT MAY BE AMENDED OR
SUPPLEMENTED, BY AND AMONG
WIDEOPENWEST FINANCE, LLC, KINGSTON
MERGER SUB, INC. AND KNOLOGY, INC.
2. TO APPROVE ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS THE COMPENSATION
PAYABLE TO CERTAIN EXECUTIVE
OFFICERS OF KNOLOGY UNDER EXISTING
ARRANGEMENTS IN CONNECTION WITH THE
MERGER.
3. TO APPROVE ONE OR MORE Management For For
ADJOURNMENTS OF THE SPECIAL MEETING,
IF NECESSARY OR APPROPRIATE,
INCLUDING ADJOURNMENTS TO PERMIT
FURTHER SOLICITATION OF PROXIES IN
FAVOR OR PROPOSAL 1.
THRANE & THRANE A/S, KONGENS LYNGBY
SECURITY K9569C105 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2012
ISIN DK0010279215 AGENDA 703901252 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
CMMT IMPORTANT MARKET PROCESSING Non-Voting
REQUIREMENT: A BENEFICIAL OWNER
SIGNED POWER OF-ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING-INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO-BE
REJECTED. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE-
REPRESENTATIVE
CMMT PLEASE NOTE THAT IF THE CHAIRMAN OF Non-Voting
THE BOARD OR A BOARD MEMBER IS
APPOINTED-AS PROXY, WHICH IS OFTEN
THE CASE, CLIENTS CAN ONLY EXPECT
THEM TO ACCEPT-PRO-MANAGEMENT
VOTES. THE ONLY WAY TO GUARANTEE
THAT ABSTAIN AND/OR AGAINST-VOTES
ARE REPRESENTED AT THE MEETING IS TO
SEND YOUR OWN REPRESENTATIVE. THE-
SUB CUSTODIAN BANKS OFFER
REPRESENTATION SERVICES FOR AN
ADDED FEE IF-REQUESTED. THANK YOU
CMMT PLEASE BE ADVISED THAT SOME Non-Voting
SUBCUSTODIANS IN DENMARK REQUIRE
THE SHARES TO BE-REGISTERED IN
SEGREGATED ACCOUNTS BY
REGISTRATION DEADLINE IN ORDER TO-
PROVIDE VOTING SERVICE. PLEASE
CONTACT YOUR GLOBAL CUSTODIAN TO
FIND OUT IF-THIS REQUIREMENT APPLIES
TO YOUR SHARES AND, IF SO, YOUR
SHARES ARE-REGISTERED IN A
SEGREGATED ACCOUNT FOR THIS
GENERAL MEETING.
1 To elect members to the Board of Directors Management For For
Lockman Electronic Holdings Ltd. proposes that
all shareholder-elected board members be
replaced by candidates to be nominated by
Lockman Electronic Holdings Ltd
2 To pass a resolution to delist the company's Management For For
shares from NASDAQ OMX Copenhagen A/S
SOLUTIA INC.
SECURITY 834376501 MEETING TYPE Special
TICKER SYMBOL SOA MEETING DATE 29-Jun-2012
ISIN US8343765017 AGENDA 933648416 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ----------------------------------------------------- ----------- -------- -----------
1. PROPOSAL TO ADOPT THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF
JANUARY 26, 2012, AS IT MAY BE AMENDED
FROM TIME TO TIME, BY AND AMONG
SOLUTIA INC., EASTMAN CHEMICAL
COMPANY AND EAGLE MERGER SUB
CORPORATION.
2. PROPOSAL TO APPROVE, ON A NON- Management Abstain Against
BINDING, ADVISORY BASIS, COMPENSATION
THAT MAY BE PAID OR BECOME PAYABLE
TO SOLUTIA INC.'S NAMED EXECUTIVE
OFFICERS THAT IS BASED ON OR
OTHERWISE RELATES TO THE MERGER.
3. PROPOSAL TO APPROVE THE Management For For
ADJOURNMENT OF THE SPECIAL MEETING,
IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT
VOTES TO ADOPT THE MERGER
AGREEMENT AT THE TIME OF THE SPECIAL
MEETING.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant Gabelli Investor Funds, Inc.
By (Signature and Title)* /s/ Bruce. N. Alpert
--------------------------------------------
Bruce N. Alpert, Principal Executive Officer
Date 8/10/12
* Print the name and title of each signing officer under his or her
signature.