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 811-22026
The Gabelli SRI Fund, 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: March 31
Date of reporting period: July 1, 2012 - June 30, 2013
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, 2012 TO JUNE 30, 2013
INVESTMENT COMPANY REPORT
AMERICAN SUPERCONDUCTOR CORPORATION
SECURITY 030111108 MEETING TYPE Annual
TICKER SYMBOL AMSC MEETING DATE 27-Jul-2012
ISIN US0301111086 AGENDA 933665448 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. DIRECTOR Management
1 VIKRAM S. BUDHRAJA For For
2 RICHARD DROUIN For For
3 PAMELA F. LENEHAN For For
4 DANIEL P. MCGAHN For For
5 DAVID R. OLIVER, JR. For For
6 JOHN B. VANDER SANDE For For
7 JOHN W. WOOD, JR. For For
2. TO APPROVE AMENDMENTS TO AMSC'S Management Against Against
2007 STOCK INCENTIVE PLAN TO ADD
7,500,000 SHARES TO THE TOTAL NUMBER
OF SHARES AVAILABLE FOR ISSUANCE
UNDER THE PLAN AND TO DECREASE THE
EXISTING FUNGIBLE SHARE RATIO FOR
FUTURE AWARDS.
3. TO APPROVE THE ISSUANCE BY AMSC OF Management For For
ALL SHARES OF AMSC'S COMMON STOCK
ISSUABLE UPON CONVERSION OF AMSC'S
7.0% SENIOR CONVERTIBLE NOTES OR
OTHERWISE AND UPON EXERCISE OF THE
WARRANTS TO PURCHASE SHARES OF
COMMON STOCK ISSUED TO THE
PURCHASERS OF SUCH NOTES.
4. TO RATIFY THE SELECTION BY THE AUDIT Management For For
COMMITTEE OF THE BOARD OF DIRECTORS
OF PRICEWATERHOUSECOOPERS LLP AS
AMSC'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR.
TYCO INTERNATIONAL LTD.
SECURITY H89128104 MEETING TYPE Special
TICKER SYMBOL TYC MEETING DATE 17-Sep-2012
ISIN CH0100383485 AGENDA 933676580 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. THE APPROVAL OF THE DISTRIBUTION OF Management For For
SHARES OF ADT COMMON STOCK TO BE
MADE IN THE FORM OF A SPECIAL DIVIDEND
IN KIND OUT OF QUALIFYING CONTRIBUTED
SURPLUS.
2. THE APPROVAL OF THE DISTRIBUTION OF Management For For
TYCO FLOW CONTROL COMMON SHARES
TO BE MADE IN THE FORM OF A SPECIAL
DIVIDEND IN KIND OUT OF QUALIFYING
CONTRIBUTED SURPLUS.
3. DIRECTOR Management
1 GEORGE R. OLIVER For For
2 FRANK M. DRENDEL For For
4. THE APPROVAL OF THE PAYMENT OF AN Management For For
ORDINARY CASH DIVIDEND OUT OF
QUALIFYING CONTRIBUTED SURPLUS IN
THE AGGREGATE AMOUNT OF UP TO $0.30
PER SHARE.
5. THE APPROVAL OF THE TYCO Management Against Against
INTERNATIONAL LTD. 2012 STOCK AND
INCENTIVE PLAN.
GOLAR LNG LIMITED
SECURITY G9456A100 MEETING TYPE Annual
TICKER SYMBOL GLNG MEETING DATE 21-Sep-2012
ISIN BMG9456A1009 AGENDA 933675007 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1 TO RE-ELECT JOHN FREDRIKSEN AS A Management For For
DIRECTOR OF THE COMPANY.
2 TO RE-ELECT KATE BLANKENSHIP AS A Management For For
DIRECTOR OF THE COMPANY.
3 TO RE-ELECT HANS PETTER AAS AS A Management For For
DIRECTOR OF THE COMPANY.
4 TO RE-ELECT KATHRINE FREDRIKSEN AS A Management For For
DIRECTOR OF THE COMPANY.
5 TO RE-ELECT TOR OLAV TROIM AS A Management For For
DIRECTOR OF THE COMPANY.
6 PROPOSAL TO RE-APPOINT Management For For
PRICEWATERHOUSECOOPERS OF LONDON,
ENGLAND AS AUDITORS AND TO
AUTHORIZE THE DIRECTORS TO
DETERMINE THEIR REMUNERATION.
7 PROPOSAL TO APPROVE THE Management For For
REMUNERATION OF THE COMPANY'S
BOARD OF DIRECTORS OF A TOTAL
AMOUNT OF FEES NOT TO EXCEED
US$550,000 FOR THE YEAR ENDED
DECEMBER 31, 2012.
GOLAR LNG PARTNERS LP
SECURITY Y2745C102 MEETING TYPE Annual
TICKER SYMBOL GMLP MEETING DATE 21-Sep-2012
ISIN MHY2745C1021 AGENDA 933679992 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1 TO ELECT BART VELDHUIZEN AS A CLASS I Management For For
DIRECTOR OF THE PARTNERSHIP WHOSE
TERM WILL EXPIRE AT THE 2013 ANNUAL
MEETING.
2 TO ELECT CARL ERIK STEEN AS A CLASS II Management For For
DIRECTOR OF THE PARTNERSHIP WHOSE
TERM WILL EXPIRE AT THE 2014 ANNUAL
MEETING.
3 TO ELECT HANS PETTER AAS AS A CLASS III Management For For
DIRECTOR OF THE PARTNERSHIP WHOSE
TERM WILL EXPIRE AT THE 2015 ANNUAL
MEETING.
4 TO ELECT PAUL LEAND JR., AS A CLASS III Management For For
DIRECTOR OF THE PARTNERSHIP WHOSE
TERM WILL EXPIRE AT THE 2015 ANNUAL
MEETING.
CREE, INC.
SECURITY 225447101 MEETING TYPE Annual
TICKER SYMBOL CREE MEETING DATE 23-Oct-2012
ISIN US2254471012 AGENDA 933686137 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. DIRECTOR Management
1 CHARLES M. SWOBODA For For
2 CLYDE R. HOSEIN For For
3 ROBERT A. INGRAM For For
4 FRANCO PLASTINA For For
5 ALAN J. RUUD For For
6 ROBERT L. TILLMAN For For
7 HARVEY A. WAGNER For For
8 THOMAS H. WERNER For For
2. APPROVAL OF AMENDMENT TO THE 2004 Management Against Against
LONG-TERM INCENTIVE COMPENSATION
PLAN.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
JUNE 30, 2013.
4. ADVISORY (NONBINDING) VOTE TO Management Abstain Against
APPROVE EXECUTIVE COMPENSATION.
COOPER INDUSTRIES PLC
SECURITY G24140111 MEETING TYPE Special
TICKER SYMBOL CBE MEETING DATE 26-Oct-2012
ISIN IE00B40K9117 AGENDA 933692736 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. APPROVAL OF THE SCHEME OF Management For For
ARRANGEMENT.
2. CANCELLATION OF COOPER SHARES Management For For
PURSUANT TO THE SCHEME OF
ARRANGEMENT.
3. DIRECTORS' AUTHORITY TO ALLOT Management For For
SECURITIES AND APPLICATION OF
RESERVES.
4. AMENDMENT TO ARTICLES OF Management For For
ASSOCIATION.
5. CREATION OF DISTRIBUTABLE RESERVES Management For For
OF NEW EATON.
6. APPROVAL ON AN ADVISORY BASIS OF Management Abstain Against
SPECIFIED COMPENSATORY
ARRANGEMENTS BETWEEN COOPER AND
ITS NAMED EXECUTIVES.
7. ADJOURNMENT OF THE EXTRAORDINARY Management For For
GENERAL MEETING.
COOPER INDUSTRIES PLC
SECURITY G24140108 MEETING TYPE Special
TICKER SYMBOL CBE MEETING DATE 26-Oct-2012
ISIN IE00B40K9117 AGENDA 933692748 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. TO APPROVE THE SCHEME OF Management For For
ARRANGEMENT.
GOLAR LNG PARTNERS LP
SECURITY Y2745C102 MEETING TYPE Annual
TICKER SYMBOL GMLP MEETING DATE 13-Dec-2012
ISIN MHY2745C1021 AGENDA 933701307 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. TO ELECT BART VELDHUIZEN AS A CLASS I Management For For
DIRECTOR OF THE PARTNERSHIP WHOSE
TERM WILL EXPIRE AT THE 2013 ANNUAL
MEETING OF LIMITED PARTNERS.
2. TO ELECT CARL ERIK STEEN AS A CLASS II Management For For
DIRECTOR OF THE PARTNERSHIP WHOSE
TERM WILL EXPIRE AT THE 2014 ANNUAL
MEETING OF LIMITED PARTNERS.
3. TO ELECT HANS PETTER AAS AS A CLASS III Management For For
DIRECTOR OF THE PARTNERSHIP WHOSE
TERM WILL EXPIRE AT THE 2015 ANNUAL
MEETING OF LIMITED PARTNERS.
4. TO ELECT PAUL LEAND JR., AS A CLASS III Management For For
DIRECTOR OF THE PARTNERSHIP WHOSE
TERM WILL EXPIRE AT THE 2015 ANNUAL
MEETING OF LIMITED PARTNERS.
5. TO APPROVE THE ADOPTION OF AN Management For For
AMENDMENT TO SECTION 13.9 OF THE
PARTNERSHIP'S FIRST AMENDED AND
RESTATED AGREEMENT OF LIMITED
PARTNERSHIP TO REDUCE THE QUORUM
REQUIREMENT FOR MEETINGS OF THE
LIMITED PARTNERS FROM A MAJORITY TO
33 1/3% OF THE OUTSTANDING UNITS OF
THE PARTNERSHIP.
ACUITY BRANDS, INC.
SECURITY 00508Y102 MEETING TYPE Annual
TICKER SYMBOL AYI MEETING DATE 04-Jan-2013
ISIN US00508Y1029 AGENDA 933708072 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. DIRECTOR Management
1 DOMINIC J. PILEGGI For For
2 GEORGE C. GUYNN For For
3 VERNON J. NAGEL For For
4 JULIA B. NORTH For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
3. ADVISORY VOTE ON NAMED EXECUTIVE Management Abstain Against
OFFICER COMPENSATION
4. APPROVAL OF 2012 OMNIBUS STOCK Management For For
INCENTIVE COMPENSATION PLAN
5. APPROVAL OF 2012 MANAGEMENT CASH Management For For
INCENTIVE PLAN
JOHNSON CONTROLS, INC.
SECURITY 478366107 MEETING TYPE Annual
TICKER SYMBOL JCI MEETING DATE 23-Jan-2013
ISIN US4783661071 AGENDA 933717639 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. DIRECTOR Management
1 DAVID P. ABNEY For For
2 JULIE L. BUSHMAN For For
3 EUGENIO CLARIOND For For
4 JEFFREY A. JOERRES For For
2. RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS AS
INDEPENDENT AUDITORS FOR 2013.
3. APPROVE THE PROPOSED RESTATEMENT Management For For
OF THE RESTATED ARTICLES OF
INCORPORATION.
4. APPROVE THE JOHNSON CONTROLS, INC. Management For For
2012 OMNIBUS INCENTIVE PLAN.
5. APPROVE ON AN ADVISORY BASIS NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
6. CONSIDER A SHAREHOLDER PROPOSAL Shareholder Against For
FOR AN INDEPENDENT CHAIR OF THE
BOARD OF DIRECTORS.
7. CONSIDER A SHAREHOLDER PROPOSAL TO Shareholder Against For
PERMIT SHAREHOLDER ACTION BY
WRITTEN CONSENT.
WOODWARD, INC.
SECURITY 980745103 MEETING TYPE Annual
TICKER SYMBOL WWD MEETING DATE 23-Jan-2013
ISIN US9807451037 AGENDA 933719619 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. DIRECTOR Management
1 JAMES R. RULSEH For For
2 GREGG C. SENGSTACK For For
3 JOHN D. COHN For For
2. PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF DELOITTE & TOUCHE LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING SEPTEMBER 30, 2013.
3. PROPOSAL REGARDING THE ADVISORY Management Abstain Against
RESOLUTION REGARDING THE
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
LINDSAY CORPORATION
SECURITY 535555106 MEETING TYPE Annual
TICKER SYMBOL LNN MEETING DATE 28-Jan-2013
ISIN US5355551061 AGENDA 933720511 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. DIRECTOR Management
1 HOWARD G. BUFFETT For For
2 MICHAEL C. NAHL For For
3 WILLIAM F. WELSH II For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING AUGUST 31, 2013.
3. NON-BINDING VOTE ON RESOLUTION TO Management Abstain Against
APPROVE THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS.
MUELLER WATER PRODUCT, INC.
SECURITY 624758108 MEETING TYPE Annual
TICKER SYMBOL MWA MEETING DATE 30-Jan-2013
ISIN US6247581084 AGENDA 933716891 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. DIRECTOR Management
1 HOWARD L. CLARK, JR. For For
2 SHIRLEY C. FRANKLIN For For
3 THOMAS J. HANSEN For For
4 GREGORY E. HYLAND For For
5 JERRY W. KOLB For For
6 JOSEPH B. LEONARD For For
7 MARK J. O'BRIEN For For
8 BERNARD G. RETHORE For For
9 NEIL A. SPRINGER For For
10 LYDIA W. THOMAS For For
11 MICHAEL T. TOKARZ For For
2. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPANY'S EXECUTIVE COMPENSATION.
3. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2013.
TYCO INTERNATIONAL LTD.
SECURITY H89128104 MEETING TYPE Annual
TICKER SYMBOL TYC MEETING DATE 06-Mar-2013
ISIN CH0100383485 AGENDA 933727084 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. TO APPROVE THE ANNUAL REPORT, THE Management For For
PARENT COMPANY FINANCIAL STATEMENTS
OF TYCO INTERNATIONAL LTD AND THE
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED
SEPTEMBER 28, 2012.
2. TO DISCHARGE THE BOARD OF DIRECTORS Management For For
FROM LIABILITY FOR THE FINANCIAL YEAR
ENDED SEPTEMBER 28, 2012.
3. DIRECTOR Management
1 EDWARD D. BREEN For For
2 MICHAEL E. DANIELS For For
3 FRANK M. DRENDEL For For
4 BRIAN DUPERREAULT For For
5 RAJIV L. GUPTA For For
6 JOHN A. KROL For For
7 GEORGE OLIVER For For
8 BRENDAN R. O'NEILL For For
9 SANDRA S. WIJNBERG For For
10 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 27, 2013.
4C. TO ELECT PRICEWATERHOUSECOOPERS Management For For
AG (ZURICH) AS SPECIAL AUDITORS UNTIL
THE NEXT ANNUAL GENERAL MEETING.
5A. APPROVE THE ALLOCATION OF FISCAL Management For For
YEAR 2012 RESULTS.
5B. APPROVE THE PAYMENT OF AN ORDINARY Management For For
CASH DIVIDEND IN AN AMOUNT OF UP TO
$0.64 PER SHARE OUT OF TYCO'S CAPITAL
CONTRIBUTION RESERVE IN ITS
STATUTORY ACCOUNTS.
6. TO CAST A NON-BINDING ADVISORY VOTE Management Abstain Against
TO APPROVE EXECUTIVE COMPENSATION.
7. TO AMEND OUR ARTICLES OF ASSOCIATION Management For For
IN ORDER TO RENEW THE AUTHORIZED
SHARE CAPITAL AVAILABLE FOR NEW
ISSUANCE.
8. TO APPROVE A REDUCTION IN THE Management For For
REGISTERED SHARE CAPITAL.
THE ADT CORPORATION
SECURITY 00101J106 MEETING TYPE Annual
TICKER SYMBOL ADT MEETING DATE 14-Mar-2013
ISIN US00101J1060 AGENDA 933729432 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. DIRECTOR Management
1 THOMAS COLLIGAN For For
2 TIMOTHY DONAHUE For For
3 ROBERT DUTKOWSKY For For
4 BRUCE GORDON For For
5 NAREN GURSAHANEY For For
6 BRIDGETTE HELLER For For
7 KATHLEEN HYLE For For
8 KEITH MEISTER For For
9 DINESH PALIWAL For For
2. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS ADT'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR 2013.
3. TO APPROVE, BY NON-BINDING VOTE, Management Abstain Against
NAMED EXECUTIVE OFFICER
COMPENSATION.
4. TO RECOMMEND, BY NON-BINDING VOTE, Management Abstain Against
THE FREQUENCY OF NAMED EXECUTIVE
OFFICER COMPENSATION VOTES.
WHOLE FOODS MARKET, INC.
SECURITY 966837106 MEETING TYPE Annual
TICKER SYMBOL WFM MEETING DATE 15-Mar-2013
ISIN US9668371068 AGENDA 933728923 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. DIRECTOR Management
1 DR. JOHN ELSTROTT For For
2 GABRIELLE GREENE For For
3 SHAHID (HASS) HASSAN For For
4 STEPHANIE KUGELMAN For For
5 JOHN MACKEY For For
6 WALTER ROBB For For
7 JONATHAN SEIFFER For For
8 MORRIS (MO) SIEGEL For For
9 JONATHAN SOKOLOFF For For
10 DR. RALPH SORENSON For For
11 W. (KIP) TINDELL, III For For
2. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITOR FOR
THE COMPANY FOR THE FISCAL YEAR
ENDING SEPTEMBER 29, 2013.
3. TO CONDUCT AN ADVISORY VOTE TO Management Abstain Against
APPROVE THE COMPENSATION OF THE
NAMED EXECUTIVE OFFICERS.
4. TO RATIFY THE AMENDMENT OF THE Management Against Against
COMPANY'S 2009 STOCK INCENTIVE PLAN
TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK AUTHORIZED FOR
ISSUANCE PURSUANT TO SUCH PLAN BY AN
ADDITIONAL 14.5 MILLION SHARES AND
INCREASE THE NUMBER OF SHARES BY
WHICH THE PLAN POOL IS REDUCED FOR
EACH FULL VALUE AWARD FROM 2 TO 2.25.
5. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
EXTENDED PRODUCER RESPONSIBILITY
FOR POST-CONSUMER PRODUCT
PACKAGING.
6. SHAREHOLDER PROPOSAL TO REQUIRE Shareholder Against For
THE COMPANY TO HAVE, WHENEVER
POSSIBLE, AN INDEPENDENT CHAIRMAN OF
THE BOARD WHO HAS NOT PREVIOUSLY
SERVED AS AN EXECUTIVE OFFICER OF THE
COMPANY.
AGRIUM INC.
SECURITY 008916108 MEETING TYPE Contested-Annual
TICKER SYMBOL AGU MEETING DATE 09-Apr-2013
ISIN CA0089161081 AGENDA 933742579 - Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
01 THE RE-APPOINTMENT OF KPMG LLP AS Management For For
THE AUDITORS OF AGRIUM AS NAMED IN
AGRIUM'S MANAGEMENT PROXY CIRCULAR
DATED FEBRUARY 25, 2013 (THE
"MANAGEMENT CIRCULAR").
02 ACCEPTANCE ON AN ADVISORY BASIS OF Management For Against
AGRIUM'S APPROACH TO EXECUTIVE
COMPENSATION AS DESCRIBED IN THE
MANAGEMENT CIRCULAR.
03 THE RESOLUTION TO RECONFIRM, RATIFY Management Against Against
AND APPROVE AGRIUM'S AMENDED AND
RESTATED SHAREHOLDER RIGHTS PLAN AS
DESCRIBED IN THE MANAGEMENT
CIRCULAR.
4A ELECTION OF DIRECTORS JANA Management For For
RECOMMENDS A VOTE FOR THE
FOLLOWING JANA NOMINEES: BARRY
ROSENSTEIN
4B MITCHELL JACOBSON Management Withheld Against
4C STEPHEN CLARK Management Withheld Against
4D DAVID BULLOCK Management For For
4E THE HON. LYLE VANCLIEF Management Withheld Against
4F JANA RECOMMENDS A VOTE FOR THE Management For For
FOLLOWING MANAGEMENT NOMINEES
NAMED IN THE MANAGEMENT CIRCULAR:
DAVID EVERITT
4G RUSSELL GIRLING Management For For
4H DAVID LESAR Management For For
4I JOHN LOWE Management For For
4J A. ANNE MCLELLAN Management For For
4K MICHAEL WILSON Management For For
4L VICTOR ZALESCHUK Management For For
WESTPORT INNOVATIONS INC.
SECURITY 960908309 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL WPRT MEETING DATE 11-Apr-2013
ISIN CA9609083097 AGENDA 933744206 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
01 DIRECTOR Management
1 JOHN A. BEAULIEU For For
2 WARREN J. BAKER For For
3 M.A. (JILL) BODKIN For For
4 DAVID R. DEMERS For For
5 NANCY S. GOUGARTY For For
6 PHILIP B. HODGE For For
7 DEZSO J. HORVATH For For
8 DOUGLAS R. KING For For
9 ALBERT T. MARINGER For For
10 GOTTFRIED (GUFF) MUENCH For For
02 APPOINTMENT OF KPMG LLP AS AUDITORS Management For For
OF THE CORPORATION AND AUTHORIZING
THE DIRECTORS TO FIX THEIR
REMUNERATION.
03 TO APPROVE THE AMENDMENT OF THE Management Against Against
CORPORATION'S OMNIBUS INCENTIVE PLAN
TO PROVIDE FOR AN INCREASE IN THE
NUMBER OF AWARDS AVAILABLE FOR
ISSUANCE THEREUNDER AS DESCRIBED IN
THE INFORMATION CIRCULAR OF THE
CORPORATION DATED FEBRUARY 28, 2013
AND ACCOMPANYING THIS VOTING
INSTRUCTION FORM.
A.O. SMITH CORPORATION
SECURITY 831865209 MEETING TYPE Annual
TICKER SYMBOL AOS MEETING DATE 15-Apr-2013
ISIN US8318652091 AGENDA 933738734 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. DIRECTOR Management
1 GLOSTER B. CURRENT, JR. For For
2 WILLIAM P. GREUBEL For For
3 IDELLE K. WOLF For For
4 GENE C. WULF For For
2. PROPOSAL TO APPROVE, BY NON-BINDING Management Abstain Against
ADVISORY VOTE THE COMPENSATION OF
OUR NAMED EXECUTIVE OFFICERS.
3. PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE CORPORATION.
4. PROPOSAL TO APPROVE AN AMENDMENT Management For For
TO OUR AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO
INCREASE AUTHORIZED SHARES OF
COMMON STOCK (CONDITIONED ON
STOCKHOLDER APPROVAL OF PROPOSAL
5).
5. PROPOSAL TO APPROVE AN AMENDMENT Management For For
TO OUR AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO
DECREASE AUTHORIZED SHARES OF CLASS
A COMMON STOCK (CONDITIONED ON
STOCKHOLDER APPROVAL OF PROPOSAL
4).
ALGONQUIN POWER & UTILITIES CORP.
SECURITY 015857105 MEETING TYPE Annual
TICKER SYMBOL AQUNF MEETING DATE 23-Apr-2013
ISIN CA0158571053 AGENDA 933759877 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
01 THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP, CHARTERED ACCOUNTANTS, AS
AUDITORS OF THE CORPORATION AND
AUTHORIZE THE DIRECTORS OF THE
CORPORATION TO FIX THE REMUNERATION
OF THE AUDITORS;
02 DIRECTOR Management
1 CHRISTOPHER BALL For For
2 CHRISTOPHER HUSKILSON For For
3 CHRISTOPHER JARRATT For For
4 KENNETH MOORE For For
5 IAN ROBERTSON For For
6 GEORGE STEEVES For For
03 A RESOLUTION APPROVING UNALLOCATED Management For For
OPTIONS UNDER THE CORPORATION'S
STOCK OPTION PLAN, WHICH RESOLUTION
IS SET FORTH IN SCHEDULE "B" OF THE
CIRCULAR;
04 A RESOLUTION APPROVING THE Management Against Against
CONTINUANCE, AMENDMENT AND
RESTATEMENT OF THE CORPORATION'S
SHAREHOLDER RIGHTS PLAN, WHICH
RESOLUTION IS SET FORTH IN SCHEDULE
"C" OF THE CIRCULAR;
05 A RESOLUTION APPROVING THE ISSUANCE Management For For
OF COMMON SHARES AND SECURITIES
CONVERTIBLE INTO COMMON SHARES TO
EMERA INCORPORATED ("EMERA") FROM
TIME TO TIME, AS A RESULT OF WHICH
EMERA'S HOLDINGS INCREASE FROM
BETWEEN 15% AND 20% TO GREATER THAN
20% (BUT LESS THAN 25%) OF THE
OUTSTANDING COMMON SHARES OF THE
CORPORATION, SUBJECT TO THE
LIMITATIONS SET OUT IN SUCH
RESOLUTION, THE TEXT OF WHICH IS SET
FORTH IN SCHEDULE "E" OF THE CIRCULAR;
06 THE ADVISORY RESOLUTION SET FORTH IN Management For For
SCHEDULE "F" OF THE CIRCULAR TO
ACCEPT THE APPROACH TO EXECUTIVE
COMPENSATION DISCLOSED IN THE
CIRCULAR.
ALGONQUIN POWER & UTILITIES CORP.
SECURITY 015857105 MEETING TYPE Annual
TICKER SYMBOL AQUNF MEETING DATE 23-Apr-2013
ISIN CA0158571053 AGENDA 933762014 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
01 THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP, CHARTERED ACCOUNTANTS, AS
AUDITORS OF THE CORPORATION AND
AUTHORIZE THE DIRECTORS OF THE
CORPORATION TO FIX THE REMUNERATION
OF THE AUDITORS;
02 DIRECTOR Management
1 CHRISTOPHER BALL For For
2 CHRISTOPHER HUSKILSON For For
3 CHRISTOPHER JARRATT For For
4 KENNETH MOORE For For
5 IAN ROBERTSON For For
6 GEORGE STEEVES For For
03 A RESOLUTION APPROVING UNALLOCATED Management For For
OPTIONS UNDER THE CORPORATION'S
STOCK OPTION PLAN, WHICH RESOLUTION
IS SET FORTH IN SCHEDULE "B" OF THE
CIRCULAR;
04 A RESOLUTION APPROVING THE Management Against Against
CONTINUANCE, AMENDMENT AND
RESTATEMENT OF THE CORPORATION'S
SHAREHOLDER RIGHTS PLAN, WHICH
RESOLUTION IS SET FORTH IN SCHEDULE
"C" OF THE CIRCULAR;
05 A RESOLUTION APPROVING THE ISSUANCE Management For For
OF COMMON SHARES AND SECURITIES
CONVERTIBLE INTO COMMON SHARES TO
EMERA INCORPORATED ("EMERA") FROM
TIME TO TIME, AS A RESULT OF WHICH
EMERA'S HOLDINGS INCREASE FROM
BETWEEN 15% AND 20% TO GREATER THAN
20% (BUT LESS THAN 25%) OF THE
OUTSTANDING COMMON SHARES OF THE
CORPORATION, SUBJECT TO THE
LIMITATIONS SET OUT IN SUCH
RESOLUTION, THE TEXT OF WHICH IS SET
FORTH IN SCHEDULE "E" OF THE CIRCULAR;
06 THE ADVISORY RESOLUTION SET FORTH IN Management For For
SCHEDULE "F" OF THE CIRCULAR TO
ACCEPT THE APPROACH TO EXECUTIVE
COMPENSATION DISCLOSED IN THE
CIRCULAR.
EATON CORPORATION PLC
SECURITY G29183103 MEETING TYPE Annual
TICKER SYMBOL ETN MEETING DATE 24-Apr-2013
ISIN IE00B8KQN827 AGENDA 933749143 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1A. ELECTION OF DIRECTOR: GEORGE S. Management For For
BARRETT
1B. ELECTION OF DIRECTOR: TODD M. Management For For
BLUEDORN
1C. ELECTION OF DIRECTOR: CHRISTOPHER M. Management For For
CONNOR
1D. ELECTION OF DIRECTOR: MICHAEL J. Management For For
CRITELLI
1E. ELECTION OF DIRECTOR: ALEXANDER M. Management For For
CUTLER
1F. ELECTION OF DIRECTOR: CHARLES E. Management For For
GOLDEN
1G. ELECTION OF DIRECTOR: LINDA A. HILL Management For For
1H. ELECTION OF DIRECTOR: ARTHUR E. Management For For
JOHNSON
1I. ELECTION OF DIRECTOR: NED C. Management For For
LAUTENBACH
1J. ELECTION OF DIRECTOR: DEBORAH L. Management For For
MCCOY
1K. ELECTION OF DIRECTOR: GREGORY R. Management For For
PAGE
1L. ELECTION OF DIRECTOR: GERALD B. SMITH Management For For
2. APPROVING THE APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS INDEPENDENT AUDITOR
FOR 2013 AND AUTHORIZING THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS
TO SET ITS REMUNERATION.
3. APPROVING THE SENIOR EXECUTIVE Management For For
INCENTIVE COMPENSATION PLAN.
4. APPROVING THE EXECUTIVE STRATEGIC Management For For
INCENTIVE PLAN.
5. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION.
6. AUTHORIZING THE COMPANY AND OR ANY Management For For
SUBSIDIARY OF THE COMPANY TO MAKE
OVERSEAS MARKET PURCHASES OF
COMPANY SHARES.
7. AUTHORIZING THE PRICE RANGE AT WHICH Management For For
THE COMPANY CAN REISSUE SHARES THAT
IT HOLDS AS TREASURY SHARES.
ABB LTD
SECURITY 000375204 MEETING TYPE Annual
TICKER SYMBOL ABB MEETING DATE 25-Apr-2013
ISIN US0003752047 AGENDA 933769854 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
2.1 APPROVAL OF THE ANNUAL REPORT, THE Management For For
CONSOLIDATED FINANCIAL STATEMENTS,
AND THE ANNUAL FINANCIAL STATEMENTS
FOR 2012
2.2 CONSULTATIVE VOTE ON THE 2012 Management For For
REMUNERATION REPORT
3 DISCHARGE OF THE BOARD OF DIRECTORS Management For For
AND THE PERSONS ENTRUSTED WITH
MANAGEMENT
4 APPROPRIATION OF AVAILABLE EARNINGS Management For For
AND DISTRIBUTION OF CAPITAL
CONTRIBUTION RESERVE
5 RENEWAL OF AUTHORIZED SHARE CAPITAL Management For For
6.1 RE-ELECTION TO THE BOARD OF DIRECTOR: Management For For
ROGER AGNELLI
6.2 RE-ELECTION TO THE BOARD OF DIRECTOR: Management For For
LOUIS R. HUGHES
6.3 RE-ELECTION TO THE BOARD OF DIRECTOR: Management For For
HANS ULRICH MARKI
6.4 RE-ELECTION TO THE BOARD OF DIRECTOR: Management For For
MICHEL DE ROSEN
6.5 RE-ELECTION TO THE BOARD OF DIRECTOR: Management For For
MICHAEL TRESCHOW
6.6 RE-ELECTION TO THE BOARD OF DIRECTOR: Management For For
JACOB WALLENBERG
6.7 RE-ELECTION TO THE BOARD OF DIRECTOR: Management For For
YING YEH
6.8 RE-ELECTION TO THE BOARD OF DIRECTOR: Management For For
HUBERTUS VON GRUNBERG
7 RE-ELECTION OF THE AUDITORS ERNST & Management For For
YOUNG AG
FORTUNE BRANDS HOME & SECURITY, INC.
SECURITY 34964C106 MEETING TYPE Annual
TICKER SYMBOL FBHS MEETING DATE 29-Apr-2013
ISIN US34964C1062 AGENDA 933742997 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1A. ELECTION OF CLASS II DIRECTOR: RICHARD Management For For
A. GOLDSTEIN
1B. ELECTION OF CLASS II DIRECTOR: Management For For
CHRISTOPHER J. KLEIN
2 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
3 ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
4 APPROVAL OF THE FORTUNE BRANDS Management Against Against
HOME & SECURITY, INC. 2013 LONG-TERM
INCENTIVE PLAN.
5 APPROVAL OF THE FORTUNE BRANDS Management For For
HOME & SECURITY, INC. ANNUAL
EXECUTIVE INCENTIVE COMPENSATION
PLAN.
PENTAIR LTD
SECURITY H6169Q108 MEETING TYPE Annual
TICKER SYMBOL PNR MEETING DATE 29-Apr-2013
ISIN CH0193880173 AGENDA 933750386 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1A. RE-ELECTION OF DIRECTOR: T. MICHAEL Management For For
GLENN
1B. RE-ELECTION OF DIRECTOR: DAVID H.Y. HO Management For For
1C. RE-ELECTION OF DIRECTOR: RONALD L. Management For For
MERRIMAN
2. TO APPROVE THE 2012 ANNUAL REPORT OF Management For For
PENTAIR LTD., THE STATUTORY FINANCIAL
STATEMENTS AND THE CONSOLIDATED
FINANCIAL STATEMENTS OF PENTAIR LTD.
FOR THE YEAR ENDED DECEMBER 31, 2012.
3. TO DISCHARGE THE BOARD OF DIRECTORS Management For For
AND EXECUTIVE OFFICERS FROM LIABILITY
FOR THE YEAR ENDED DECEMBER 31, 2012.
4A. TO RE-ELECT DELOITTE AG AS STATUTORY Management For For
AUDITORS UNTIL THE NEXT ANNUAL
GENERAL MEETING.
4B. APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2013.
4C. TO ELECT PRICEWATERHOUSECOOPERS Management For For
AG AS SPECIAL AUDITORS UNTIL THE NEXT
ANNUAL GENERAL MEETING.
5A. THE APPROPRIATION OF RESULTS FOR THE Management For For
YEAR ENDED DECEMBER 31, 2012.
5B. THE CONVERSION AND APPROPRIATION OF Management For For
RESERVES FROM CAPITAL CONTRIBUTIONS
TO DISTRIBUTE AN ORDINARY CASH
DIVIDEND.
6. TO APPROVE BY ADVISORY VOTE THE Management Abstain Against
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS AS DISCLOSED IN THE PROXY
STATEMENT.
7. TO APPROVE PERFORMANCE GOALS AND Management For For
RELATED MATTERS UNDER THE PENTAIR
LTD. 2012 STOCK AND INCENTIVE PLAN.
PENTAIR LTD
SECURITY H6169Q108 MEETING TYPE Annual
TICKER SYMBOL PNR MEETING DATE 29-Apr-2013
ISIN CH0193880173 AGENDA 933786711 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1A. RE-ELECTION OF DIRECTOR: T. MICHAEL Management For For
GLENN
1B. RE-ELECTION OF DIRECTOR: DAVID H.Y. HO Management For For
1C. RE-ELECTION OF DIRECTOR: RONALD L. Management For For
MERRIMAN
2. TO APPROVE THE 2012 ANNUAL REPORT OF Management For For
PENTAIR LTD., THE STATUTORY FINANCIAL
STATEMENTS AND THE CONSOLIDATED
FINANCIAL STATEMENTS OF PENTAIR LTD.
FOR THE YEAR ENDED DECEMBER 31, 2012.
3. TO DISCHARGE THE BOARD OF DIRECTORS Management For For
AND EXECUTIVE OFFICERS FROM LIABILITY
FOR THE YEAR ENDED DECEMBER 31, 2012.
4A. TO RE-ELECT DELOITTE AG AS STATUTORY Management For For
AUDITORS UNTIL THE NEXT ANNUAL
GENERAL MEETING.
4B. APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2013.
4C. TO ELECT PRICEWATERHOUSECOOPERS Management For For
AG AS SPECIAL AUDITORS UNTIL THE NEXT
ANNUAL GENERAL MEETING.
5A. THE APPROPRIATION OF RESULTS FOR THE Management For For
YEAR ENDED DECEMBER 31, 2012.
5B. THE CONVERSION AND APPROPRIATION OF Management For For
RESERVES FROM CAPITAL CONTRIBUTIONS
TO DISTRIBUTE AN ORDINARY CASH
DIVIDEND.
6. TO APPROVE BY ADVISORY VOTE THE Management Abstain Against
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS AS DISCLOSED IN THE PROXY
STATEMENT.
7. TO APPROVE PERFORMANCE GOALS AND Management For For
RELATED MATTERS UNDER THE PENTAIR
LTD. 2012 STOCK AND INCENTIVE PLAN.
VALMONT INDUSTRIES, INC.
SECURITY 920253101 MEETING TYPE Annual
TICKER SYMBOL VMI MEETING DATE 30-Apr-2013
ISIN US9202531011 AGENDA 933746488 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. DIRECTOR Management
1 KAJ DEN DAAS For For
2 JAMES B. MILLIKEN For For
2. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION.
3. APPROVAL OF THE 2013 STOCK PLAN. Management For For
4. APPROVAL OF THE 2013 EXECUTIVE Management For For
INCENTIVE PLAN.
5. RATIFYING THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS INDEPENDENT AUDITORS
FOR FISCAL 2013.
XYLEM INC.
SECURITY 98419M100 MEETING TYPE Annual
TICKER SYMBOL XYL MEETING DATE 07-May-2013
ISIN US98419M1009 AGENDA 933758344 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1A. ELECTION OF DIRECTOR: CURTIS J. Management For For
CRAWFORD
1B. ELECTION OF DIRECTOR: ROBERT F. FRIEL Management For For
1C. ELECTION OF DIRECTOR: SURYA N. Management For For
MOHAPATRA
2. RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
3. TO APPROVE, IN A NON-BINDING VOTE, THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
4. TO VOTE ON A MANAGEMENT PROPOSAL Management For For
TO DECLASSIFY THE BOARD OF DIRECTORS
STARTING IN 2016.
5. TO VOTE ON A SHAREOWNER PROPOSAL Shareholder Against For
TO ALLOW SHAREOWNERS TO CALL A
SPECIAL MEETING.
DARLING INTERNATIONAL INC.
SECURITY 237266101 MEETING TYPE Annual
TICKER SYMBOL DAR MEETING DATE 07-May-2013
ISIN US2372661015 AGENDA 933760907 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1.1 ELECTION OF DIRECTOR: RANDALL C. Management For For
STUEWE
1.2 ELECTION OF DIRECTOR: O. THOMAS Management For For
ALBRECHT
1.3 ELECTION OF DIRECTOR: D. EUGENE EWING Management For For
1.4 ELECTION OF DIRECTOR: CHARLES Management For For
MACALUSO
1.5 ELECTION OF DIRECTOR: JOHN D. MARCH Management For For
1.6 ELECTION OF DIRECTOR: MICHAEL RESCOE Management For For
1.7 ELECTION OF DIRECTOR: MICHAEL URBUT Management For For
2. PROPOSAL TO RATIFY THE SELECTION OF Management For For
KPMG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 28, 2013.
3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
HORSEHEAD HOLDING CORP.
SECURITY 440694305 MEETING TYPE Annual
TICKER SYMBOL ZINC MEETING DATE 09-May-2013
ISIN US4406943054 AGENDA 933780024 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. DIRECTOR Management
1 JAMES M. HENSLER For For
2 GEORGE A. SCHREIBER, JR For For
2. TO RATIFY THE APPOINTMENT OF GRANT Management For For
THORNTON LLP AS HORSEHEAD HOLDING
CORP.'S INDEPENDENT REGISTERED
ACCOUNTING FIRM.
3. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
CF INDUSTRIES HOLDINGS, INC.
SECURITY 125269100 MEETING TYPE Annual
TICKER SYMBOL CF MEETING DATE 14-May-2013
ISIN US1252691001 AGENDA 933772724 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
2A. ELECTION OF DIRECTOR: ROBERT C. Management For For
ARZBAECHER
2B. ELECTION OF DIRECTOR: STEPHEN J. Management For For
HAGGE
2C. ELECTION OF DIRECTOR: EDWARD A. Management For For
SCHMITT
1. APPROVAL OF AN AMENDMENT TO CF Management For For
INDUSTRIES HOLDINGS, INC.'S AMENDED
AND RESTATED CERTIFICATE OF
INCORPORATION.
3. APPROVE AN ADVISORY RESOLUTION Management Abstain Against
REGARDING THE COMPENSATION OF CF
INDUSTRIES HOLDINGS, INC.'S NAMED
EXECUTIVE OFFICERS.
4. RATIFICATION OF THE SELECTION OF KPMG Management For For
LLP AS CF INDUSTRIES HOLDINGS, INC.'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
5. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
SIMPLE MAJORITY VOTING STANDARD, IF
PROPERLY PRESENTED AT THE MEETING.
6. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
BOARD DIVERSITY, IF PROPERLY
PRESENTED AT THE MEETING.
7. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
POLITICAL USE OF CORPORATE ASSETS, IF
PROPERLY PRESENTED AT THE MEETING.
8. STOCKHOLDER PROPOSAL REGARDING A Shareholder Against For
SUSTAINABILITY REPORT, IF PROPERLY
PRESENTED AT THE MEETING.
GRAFTECH INTERNATIONAL LTD.
SECURITY 384313102 MEETING TYPE Annual
TICKER SYMBOL GTI MEETING DATE 14-May-2013
ISIN US3843131026 AGENDA 933777938 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. DIRECTOR Management
1 RANDY W. CARSON For For
2 MARY B. CRANSTON For For
3 HAROLD E. LAYMAN For For
4 FERRELL P. MCCLEAN For For
5 STEVEN R. SHAWLEY For For
6 CRAIG S. SHULAR For For
2. TO APPROVE, BY A NON-BINDING ADVISORY Management Abstain Against
VOTE, OUR EXECUTIVE COMPENSATION.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR ENDING DECEMBER 31, 2013.
PURE TECHNOLOGIES LTD.
SECURITY 745915108 MEETING TYPE Annual
TICKER SYMBOL PPEHF MEETING DATE 14-May-2013
ISIN CA7459151089 AGENDA 933798160 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
01 TO SET THE NUMBER OF DIRECTORS AT Management For For
SEVEN (7), SUBJECT TO THE RIGHT OF THE
DIRECTORS OF THE CORPORATION TO
APPOINT TWO ADDITIONAL DIRECTORS AT
ANY TIME PRIOR TO THE NEXT ANNUAL
GENERAL MEETING OF SHAREHOLDERS.
02 DIRECTOR Management
1 JAMES E. PAULSON For For
2 PETER O. PAULSON For For
3 MICHAEL M. KANOVSKY For For
4 DAVID H. MCDERMID For For
5 CHARLES W. FISCHER For For
6 SCOTT I. MACDONALD For For
7 HELGE DAEBEL For For
03 TO APPOINT KPMG LLP, CHARTERED Management For For
ACCOUNTANTS AS AUDITORS OF THE
CORPORATION FOR THE ENSUING YEAR
AND AUTHORIZING THE DIRECTORS TO FIX
THEIR REMUNERATION.
PURE TECHNOLOGIES LTD.
SECURITY 745915108 MEETING TYPE Annual
TICKER SYMBOL PPEHF MEETING DATE 14-May-2013
ISIN CA7459151089 AGENDA 933798172 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
01 TO SET THE NUMBER OF DIRECTORS AT Management For For
SEVEN (7), SUBJECT TO THE RIGHT OF THE
DIRECTORS OF THE CORPORATION TO
APPOINT TWO ADDITIONAL DIRECTORS AT
ANY TIME PRIOR TO THE NEXT ANNUAL
GENERAL MEETING OF SHAREHOLDERS.
02 DIRECTOR Management
1 JAMES E. PAULSON For For
2 PETER O. PAULSON For For
3 MICHAEL M. KANOVSKY For For
4 DAVID H. MCDERMID For For
5 CHARLES W. FISCHER For For
6 SCOTT I. MACDONALD For For
7 HELGE DAEBEL For For
03 TO APPOINT KPMG LLP, CHARTERED Management For For
ACCOUNTANTS AS AUDITORS OF THE
CORPORATION FOR THE ENSUING YEAR
AND AUTHORIZING THE DIRECTORS TO FIX
THEIR REMUNERATION.
TENNECO INC.
SECURITY 880349105 MEETING TYPE Annual
TICKER SYMBOL TEN MEETING DATE 15-May-2013
ISIN US8803491054 AGENDA 933763282 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1A ELECTION OF DIRECTOR: THOMAS C. Management For For
FREYMAN
1B ELECTION OF DIRECTOR: DENNIS J. LETHAM Management For For
1C ELECTION OF DIRECTOR: HARI N. NAIR Management For For
1D ELECTION OF DIRECTOR: ROGER B. Management For For
PORTER
1E ELECTION OF DIRECTOR: DAVID B. PRICE, Management For For
JR.
1F ELECTION OF DIRECTOR: GREGG M. Management For For
SHERRILL
1G ELECTION OF DIRECTOR: PAUL T. STECKO Management For For
1H ELECTION OF DIRECTOR: JANE L. WARNER Management For For
2 APPROVE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS FOR
2013.
3 APPROVE THE AMENDED AND RESTATED Management Against Against
TENNECO INC. 2006 LONG-TERM INCENTIVE
PLAN.
4 APPROVE EXECUTIVE COMPENSATION IN Management Abstain Against
AN ADVISORY VOTE.
WATTS WATER TECHNOLOGIES, INC.
SECURITY 942749102 MEETING TYPE Annual
TICKER SYMBOL WTS MEETING DATE 15-May-2013
ISIN US9427491025 AGENDA 933767367 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1 DIRECTOR Management
1 ROBERT L. AYERS For For
2 BERNARD BAERT For For
3 KENNETT F. BURNES For For
4 RICHARD J. CATHCART For For
5 DAVID J. COGHLAN For For
6 W. CRAIG KISSEL For For
7 JOHN K. MCGILLICUDDY For For
8 JOSEPH T. NOONAN For For
9 MERILEE RAINES For For
2 TO RATIFY THE SELECTION OF KPMG LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR.
3 TO APPROVE OUR EXECUTIVE INCENTIVE Management For For
BONUS PLAN.
4 TO APPROVE OUR SECOND AMENDED AND Management Against Against
RESTATED 2004 STOCK INCENTIVE PLAN.
UNILEVER PLC
SECURITY 904767704 MEETING TYPE Annual
TICKER SYMBOL UL MEETING DATE 15-May-2013
ISIN US9047677045 AGENDA 933778548 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. TO RECEIVE THE REPORT AND ACCOUNTS Management For For
FOR THE YEAR ENDED 31 DECEMBER 2012
2. TO APPROVE THE DIRECTORS' Management For For
REMUNERATION REPORT FOR THE YEAR
ENDED 31 DECEMBER 2012
3. TO RE-ELECT MR P G J M POLMAN AS A Management For For
DIRECTOR
4. TO RE-ELECT MR R J-M S HUET AS A Management For For
DIRECTOR
5. TO RE-ELECT PROFESSOR L O FRESCO AS Management For For
A DIRECTOR
6. TO RE-ELECT MS A M FUDGE AS A Management For For
DIRECTOR
7. TO RE-ELECT MR C E GOLDEN AS A Management For For
DIRECTOR
8. TO RE-ELECT DR B E GROTE AS A Management For For
DIRECTOR
9. TO RE-ELECT MS H NYASULU AS A Management For For
DIRECTOR
10. TO RE-ELECT THE RT HON SIR MALCOLM Management For For
RIFKIND MP AS A DIRECTOR
11. TO RE-ELECT MR K J STORM AS A Management For For
DIRECTOR
12. TO RE-ELECT MR M TRESCHOW AS A Management For For
DIRECTOR
13. TO RE-ELECT MR P S WALSH AS A Management For For
DIRECTOR
14. TO ELECT MRS L M CHA AS A DIRECTOR Management For For
15. TO ELECT MS M MA AS A DIRECTOR Management For For
16. TO ELECT MR J RISHTON AS A DIRECTOR Management For For
17. TO RE-APPOINT Management For For
PRICEWATERHOUSECOOPERS LLP AS
AUDITORS OF THE COMPANY
18. TO AUTHORISE THE DIRECTORS TO FIX THE Management For For
REMUNERATION OF THE AUDITORS
19. TO RENEW THE AUTHORITY TO DIRECTORS Management For For
TO ISSUE SHARES
20. TO RENEW THE AUTHORITY TO DIRECTORS Management Against Against
TO DISAPPLY PRE-EMPTION RIGHTS
21. TO RENEW THE AUTHORITY TO THE Management For For
COMPANY TO PURCHASE ITS OWN SHARES
22. TO AUTHORISE POLITICAL DONATIONS AND Management For For
EXPENDITURE
23. TO SHORTEN THE NOTICE PERIOD FOR Management For For
GENERAL MEETINGS
BOULDER BRANDS INC
SECURITY 101405108 MEETING TYPE Annual
TICKER SYMBOL BDBD MEETING DATE 22-May-2013
ISIN US1014051080 AGENDA 933779829 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. DIRECTOR Management
1 STEPHEN B. HUGHES For For
2 JAMES E. LEWIS For For
2. PROPOSAL TO APPROVE, ON AN ADVISORY Management For For
BASIS, OUR NAMED EXECUTIVE OFFICER
COMPENSATION
3. PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF EKS&H LLLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013
CHART INDUSTRIES, INC.
SECURITY 16115Q308 MEETING TYPE Annual
TICKER SYMBOL GTLS MEETING DATE 23-May-2013
ISIN US16115Q3083 AGENDA 933784921 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1) DIRECTOR Management
1 SAMUEL F. THOMAS For For
2 W. DOUGLAS BROWN For For
3 RICHARD E. GOODRICH For For
4 STEVEN W. KRABLIN For For
5 MICHAEL W. PRESS For For
6 JAMES M. TIDWELL For For
7 THOMAS L. WILLIAMS For For
2) RATIFICATION OF THE SELECTION OF Management For For
ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3) APPROVAL, ON AN ADVISORY BASIS, OF Management Abstain Against
THE COMPANY'S EXECUTIVE
COMPENSATION.
TESLA MOTORS, INC.
SECURITY 88160R101 MEETING TYPE Annual
TICKER SYMBOL TSLA MEETING DATE 04-Jun-2013
ISIN US88160R1014 AGENDA 933800117 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1 DIRECTOR Management
1 BRAD BUSS For For
2 IRA EHRENPREIS For For
2. TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
TESLA'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2013.
AMERICAN VANGUARD CORPORATION
SECURITY 030371108 MEETING TYPE Annual
TICKER SYMBOL AVD MEETING DATE 05-Jun-2013
ISIN US0303711081 AGENDA 933804381 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. DIRECTOR Management
1 LAWRENCE S. CLARK For For
2 DEBRA F. EDWARDS For For
3 ALFRED F. INGUILLI For For
4 JOHN L. KILLMER For For
5 CARL R. SODERLIND For For
6 IRVING J. THAU For For
7 ERIC G. WINTEMUTE For For
8 M. ESMAIL ZIRAKPARVAR For For
2. RATIFY THE APPOINTMENT OF BDO USA, Management For For
LLP AS INDEPENDENT AUDITORS FOR THE
YEAR ENDING DECEMBER 31, 2013.
3. APPROVE THE OVERALL EXECUTIVE Management Abstain Against
COMPENSATION POLICIES AND
PROCEDURES OF THE COMPANY AS
DESCRIBED IN THIS PROXY STATEMENT.
4. AMEND THE AMERICAN VANGUARD Management Abstain Against
CORPORATION 1994 STOCK INCENTIVE
PLAN AS SET FORTH IN EXHIBIT A OF THIS
PROXY STATEMENT.
LAYNE CHRISTENSEN COMPANY
SECURITY 521050104 MEETING TYPE Annual
TICKER SYMBOL LAYN MEETING DATE 06-Jun-2013
ISIN US5210501046 AGENDA 933822959 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1. DIRECTOR Management
1 DAVID A.B. BROWN For For
2 J. SAMUEL BUTLER For For
3 ROBERT R. GILMORE For For
4 ANTHONY B. HELFET For For
5 NELSON OBUS For For
6 RENE J. ROBICHAUD For For
2. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
3. PROPOSAL TO RATIFY THE SELECTION OF Management For For
THE ACCOUNTING FIRM OF DELOITTE &
TOUCHE LLP AS LAYNE CHRISTENSEN'S
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JANUARY 31, 2014.
UNIVERSAL DISPLAY CORPORATION
SECURITY 91347P105 MEETING TYPE Annual
TICKER SYMBOL PANL MEETING DATE 20-Jun-2013
ISIN US91347P1057 AGENDA 933805989 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------- ----------- ------- -----------
1A. ELECTION OF DIRECTOR: STEVEN V. Management For For
ABRAMSON
1B. ELECTION OF DIRECTOR: LEONARD BECKER Management For For
1C. ELECTION OF DIRECTOR: ELIZABETH H. Management For For
GEMMILL
1D. ELECTION OF DIRECTOR: C. KEITH HARTLEY Management For For
1E. ELECTION OF DIRECTOR: LAWRENCE Management For For
LACERTE
1F. ELECTION OF DIRECTOR: SIDNEY D. Management For For
ROSENBLATT
1G. ELECTION OF DIRECTOR: SHERWIN I. Management For For
SELIGSOHN
2. APPROVAL OF THE COMPANY'S ANNUAL Management For For
INCENTIVE PLAN
3. ADVISORY RESOLUTION APPROVAL OF THE Management Abstain Against
COMPANY'S EXECUTIVE OFFICER
COMPENSATION
4. RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant The Gabelli SRI Fund, Inc.
By (Signature and Title)* /s/ Bruce N. Alpert
--------------------------------------------
Bruce N. Alpert, Principal Executive Officer
Date 8/6/13
* Print the name and title of each signing officer under his or her
signature.