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 811-05848
The Gabelli Value 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: December 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
ASCENT CAPITAL GROUP, INC.
SECURITY 043632108 MEETING TYPE Annual
TICKER SYMBOL ASCMA MEETING DATE 02-Jul-2012
ISIN US0436321089 AGENDA 933637247 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1 DIRECTOR Management
1 JOHN C. MALONE For For
2 CARL E. VOGEL For For
2. PROPOSAL TO RATIFY THE SELECTION OF Management For For
KPMG LLP AS OUR INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2012.
YAHOO! INC.
SECURITY 984332106 MEETING TYPE Annual
TICKER SYMBOL YHOO MEETING DATE 12-Jul-2012
ISIN US9843321061 AGENDA 933658974 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: ALFRED J. Management For For
AMOROSO
1B. ELECTION OF DIRECTOR: JOHN D. HAYES Management For For
1C. ELECTION OF DIRECTOR: SUSAN M. JAMES Management For For
1D. ELECTION OF DIRECTOR: DAVID W. KENNY Management For For
1E. ELECTION OF DIRECTOR: PETER LIGUORI Management For For
1F. ELECTION OF DIRECTOR: DANIEL S. LOEB Management For For
1G. ELECTION OF DIRECTOR: THOMAS J. Management For For
MCINERNEY
1H. ELECTION OF DIRECTOR: BRAD D. SMITH Management For For
1I. ELECTION OF DIRECTOR: MAYNARD G. Management For For
WEBB, JR.
1J. ELECTION OF DIRECTOR: HARRY J. WILSON Management For For
1K. ELECTION OF DIRECTOR: MICHAEL J. WOLF Management For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
3. AMENDMENT TO THE COMPANY'S 1995 Management For For
STOCK PLAN.
4. AMENDMENT TO THE COMPANY'S 1996 Management For For
DIRECTORS' STOCK PLAN.
5. RATIFICATION OF THE APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
LEGG MASON, INC.
SECURITY 524901105 MEETING TYPE Annual
TICKER SYMBOL LM MEETING DATE 24-Jul-2012
ISIN US5249011058 AGENDA 933657287 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 ROBERT E. ANGELICA For For
2 BARRY W. HUFF For For
3 JOHN E. KOERNER III For For
4 CHERYL GORDON KRONGARD For For
2. AN ADVISORY VOTE TO APPROVE THE Management Abstain Against
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING MARCH 31, 2013.
VODAFONE GROUP PLC
SECURITY 92857W209 MEETING TYPE Annual
TICKER SYMBOL VOD MEETING DATE 24-Jul-2012
ISIN US92857W2098 AGENDA 933661123 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1 TO RECEIVE THE COMPANY'S ACCOUNTS Management For
AND REPORTS OF THE DIRECTORS AND
THE AUDITOR FOR THE YEAR ENDED 31
MARCH 2012
2 TO RE-ELECT GERARD KLEISTERLEE AS A Management For
DIRECTOR (MEMBER OF THE NOMINATIONS
AND GOVERNANCE COMMITTEE)
3 TO RE-ELECT VITTORIO COLAO AS A Management For
DIRECTOR
4 TO RE-ELECT ANDY HALFORD AS A Management For
DIRECTOR
5 TO RE-ELECT STEPHEN PUSEY AS A Management For
DIRECTOR
6 TO RE-ELECT RENEE JAMES AS A Management For
DIRECTOR
7 TO RE-ELECT ALAN JEBSON AS A DIRECTOR Management For
(MEMBER OF THE AUDIT AND RISK
COMMITTEE)
8 TO RE-ELECT SAMUEL JONAH AS A Management For
DIRECTOR (MEMBER OF THE
REMUNERATION COMMITTEE)
9 TO RE-ELECT NICK LAND AS A DIRECTOR Management For
(MEMBER OF THE AUDIT AND RISK
COMMITTEE)
10 TO RE-ELECT ANNE LAUVERGEON AS A Management For
DIRECTOR (MEMBER OF THE AUDIT AND
RISK COMMITTEE)
11 TO RE-ELECT LUC VANDEVELDE AS A Management For
DIRECTOR (MEMBER OF THE NOMINATIONS
AND GOVERNANCE COMMITTEE AND
MEMBER OF THE REMUNERATION
COMMITTEE)
12 TO RE-ELECT ANTHONY WATSON AS A Management For
DIRECTOR (MEMBER OF THE NOMINATIONS
AND GOVERNANCE COMMITTEE AND
MEMBER OF THE REMUNERATION
COMMITTEE)
13 TO RE-ELECT PHILIP YEA AS A DIRECTOR Management For
(MEMBER OF THE REMUNERATION
COMMITTEE)
14 TO APPROVE A FINAL DIVIDEND OF 6.47 Management For
PENCE PER ORDINARY SHARE
15 TO APPROVE THE REMUNERATION REPORT Management For
OF THE BOARD FOR THE YEAR ENDED 31
MARCH 2012
16 TO RE-APPOINT DELOITTE LLP AS AUDITOR Management For
17 TO AUTHORISE THE AUDIT & RISK Management For
COMMITTEE TO DETERMINE THE
REMUNERATION OF THE AUDITOR
18 TO AUTHORISE THE DIRECTORS TO ALLOT Management For
SHARES
S19 TO AUTHORISE THE DIRECTORS TO DIS- Management Against
APPLY PRE-EMPTION RIGHTS
S20 TO AUTHORISE THE COMPANY TO Management For
PURCHASE ITS OWN SHARES (SECTION 701,
COMPANIES ACT 2006)
21 TO AUTHORISE POLITICAL DONATIONS AND Management For
EXPENDITURE
S22 TO AUTHORISE THE CALLING OF A Management For
GENERAL MEETING OTHER THAN AN
ANNUAL GENERAL MEETING ON NOT LESS
THAN 14 CLEAR DAYS' NOTICE
TE CONNECTIVITY LTD
SECURITY H84989104 MEETING TYPE Special
TICKER SYMBOL TEL MEETING DATE 25-Jul-2012
ISIN CH0102993182 AGENDA 933660133 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. TO APPROVE THE REALLOCATION OF LEGAL Management For For
RESERVES (FROM CAPITAL
CONTRIBUTIONS) (CHF 9,745 MILLION) TO
FREE RESERVES
2. TO APPROVE ANY ADJOURNMENTS OR Management For For
POSTPONEMENTS OF THE EXTRAORDINARY
GENERAL MEETING
TE CONNECTIVITY LTD
SECURITY H84989104 MEETING TYPE Special
TICKER SYMBOL TEL MEETING DATE 25-Jul-2012
ISIN CH0102993182 AGENDA 933668141 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. TO APPROVE THE REALLOCATION OF LEGAL Management For For
RESERVES (FROM CAPITAL
CONTRIBUTIONS) (CHF 9,745 MILLION) TO
FREE RESERVES
2. TO APPROVE ANY ADJOURNMENTS OR Management For For
POSTPONEMENTS OF THE EXTRAORDINARY
GENERAL MEETING
REMY COINTREAU SA, COGNAC
SECURITY F7725A100 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 26-Jul-2012
ISIN FR0000130395 AGENDA 703934225 - 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/2012/0615/201206151204061.
pdf AND https://balo.journal-
officiel.gouv.fr/pdf/2012/0706/201207061204704.
pdf
O.1 Approval of the corporate financial statements for Management For For
the financial year ended March 31, 2012
O.2 Approval of the consolidated financial statements Management For For
for the financial year ended March 31, 2012
O.3 Allocation of income and setting the dividend Management For For
O.4 Option for payment of the dividend in shares Management For For
O.5 Approval of the Agreements pursuant to Article Management For For
L.225-38 of the Commercial Code
O.6 Discharge of duties to Board members Management For For
O.7 Renewal of term of Mr. Francois Heriard Dubreuil Management For For
as Board member
O.8 Renewal of term of Mr. Gabriel Hawawini as Management For For
Board member
O.9 Renewal of term of Mr. Jacques-Etienne de Management For For
T'Serclaes as Board member
O.10 Renewal of term of the firm Ernst & Young et Management For For
Autres as principal Statutory Auditor
O.11 Renewal of term of the company Auditex as Management For For
deputy Statutory Auditor
O.12 Setting the amount of 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 carry out all legal formalities Management For For
E.15 Authorization the Board of Directors to reduce Management For For
share capital by cancellation of treasury shares of
the Company
E.16 Delegation of authority to the Board of Directors Management For For
to decide to increase share capital by issuing
shares of the Company and/or securities giving
access to capital of the Company and/or by
issuing securities entitling to the allotment of debt
securities while maintaining shareholders'
preferential subscription rights
E.17 Delegation of authority to the Board of Directors Management Against Against
to decide to increase share capital by issuing
shares of the Company and/or securities giving
access to capital of the Company and/or by
issuing securities entitling to the allotment of debt
securities with cancellation of shareholders'
preferential subscription rights by public offering
E.18 Delegation of authority to the Board of Directors Management Against Against
to decide to increase share capital by issuing
shares of the Company and/or securities giving
access to capital of the Company and/or by
issuing securities entitling to the allotment of debt
securities with cancellation of shareholders'
preferential subscription rights by an offer
pursuant to Article L.411-2, II of the Monetary
and Financial Code
E.19 Authorization to the Board of Directors to set the Management Against Against
issue price of securities to be issued under the
seventeenth and eighteenth resolutions with
cancellation of shareholders' preferential
subscription rights, within the limit of 10% of
capital per year
E.20 Authorization to the Board of Directors to Management Against Against
increase the number of issuable securities in
case of issuance with or without shareholders'
preferential subscription rights
E.21 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.22 Authorization to reduce share capital Management For For
E.23 Authorization to the Board of Directors to use the Management For For
authorizations, delegations of authority or
delegations of powers in case of public offer on
shares of the Company
E.24 Authorization to the Board of Directors to charge Management For For
the costs incurred by capital increases on
premiums relating to these transactions
E.25 Amendment to Article 20 of the Bylaws regarding Management For For
agreements between the Company and a Board
members or the CEO or a Chief operating officer
E.26 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
LINKS. IF-YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNL-ESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
REALD INC.
SECURITY 75604L105 MEETING TYPE Annual
TICKER SYMBOL RLD MEETING DATE 02-Aug-2012
ISIN US75604L1052 AGENDA 933662000 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 FRANK J. BIONDI, JR. For For
2 SHERRY LANSING For For
3 RICHARD GRAND-JEAN For For
2. THE RATIFICATION OF THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2013.
3. A NON-BINDING ADVISORY VOTE Management Abstain Against
APPROVING THE COMPENSATION OF
REALD'S NAMED EXECUTIVE OFFICERS AS
DISCLOSED PURSUANT TO THE
COMPENSATION DISCLOSURE RULES OF
THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING THE
COMPENSATION TABLES AND NARRATIVE
DISCUSSION IN THE PROXY STATEMENT
UNDER THE CAPTION "COMPENSATION
DISCUSSION AND ANALYSIS".
LIBERTY MEDIA CORPORATION
SECURITY 530322106 MEETING TYPE Annual
TICKER SYMBOL LMCA MEETING DATE 08-Aug-2012
ISIN US5303221064 AGENDA 933668533 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 DONNE F. FISHER For For
2 GREGORY B. MAFFEI For For
3 ANDREA L. WONG For For
2. THE SAY-ON-PAY PROPOSAL, TO APPROVE, Management Abstain Against
ON AN ADVISORY BASIS, THE
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
3. 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.
4. A PROPOSAL TO ADOPT THE LIBERTY Management Against Against
MEDIA CORPORATION 2011 INCENTIVE
PLAN.
5. A PROPOSAL TO ADOPT THE LIBERTY Management Against Against
MEDIA CORPORATION 2011 NONEMPLOYEE
DIRECTOR INCENTIVE PLAN.
6. A PROPOSAL TO RATIFY THE SELECTION OF Management For For
KPMG LLP AS OUR INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2012.
LIBERTY INTERACTIVE CORPORATION
SECURITY 53071M104 MEETING TYPE Annual
TICKER SYMBOL LINTA MEETING DATE 08-Aug-2012
ISIN US53071M1045 AGENDA 933668545 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. A PROPOSAL (THE "TRACKING STOCK Management For For
PROPOSAL") TO AMEND AND RESTATE OUR
CERTIFICATE OF INCORPORATION TO
CREATE A NEW TRACKING STOCK TO BE
DESIGNATED THE LIBERTY VENTURES
COMMON STOCK AND TO MAKE CERTAIN
CONFORMING CHANGES TO OUR EXISTING
LIBERTY INTERACTIVE COMMON STOCK.
2. A PROPOSAL TO AUTHORIZE THE Management For For
ADJOURNMENT OF THE ANNUAL MEETING
BY LIBERTY INTERACTIVE CORPORATION
TO PERMIT FURTHER SOLICITATION OF
PROXIES, IF NECESSARY OR APPROPRIATE,
IF SUFFICIENT VOTES ARE NOT
REPRESENTED AT THE ANNUAL MEETING
TO APPROVE THE TRACKING STOCK
PROPOSAL.
3. DIRECTOR Management
1 MICHAEL A. GEORGE For For
2 GREGORY B. MAFFEI For For
3 M. LAVOY ROBISON For For
4. A PROPOSAL TO RATIFY THE SELECTION OF Management For For
KPMG LLP AS OUR INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2012.
PRECISION CASTPARTS CORP.
SECURITY 740189105 MEETING TYPE Annual
TICKER SYMBOL PCP MEETING DATE 14-Aug-2012
ISIN US7401891053 AGENDA 933660804 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 MARK DONEGAN For For
2 VERNON E. OECHSLE For For
3 ULRICH SCHMIDT For For
2. RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3. ADVISORY VOTE REGARDING Management Abstain Against
COMPENSATION OF NAMED EXECUTIVE
OFFICERS.
4. RE-APPROVAL AND AMENDMENT OF THE Management For For
EXECUTIVE PERFORMANCE INCENTIVE
PLAN.
AIRGAS, INC.
SECURITY 009363102 MEETING TYPE Annual
TICKER SYMBOL ARG MEETING DATE 14-Aug-2012
ISIN US0093631028 AGENDA 933667555 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 JAMES W. HOVEY For For
2 MICHAEL L. MOLININI For For
3 PAULA A. SNEED For For
4 DAVID M. STOUT For For
2. APPROVAL OF THE SECOND AMENDED AND Management Against Against
RESTATED 2006 EQUITY INCENTIVE PLAN.
3. RATIFY THE SELECTION OF KPMG LLP AS Management For For
THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
4. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
5. A STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
OUR CLASSIFIED BOARD OF DIRECTORS.
BARNES & NOBLE, INC.
SECURITY 067774109 MEETING TYPE Annual
TICKER SYMBOL BKS MEETING DATE 11-Sep-2012
ISIN US0677741094 AGENDA 933675071 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1 DIRECTOR Management
1 WILLIAM DILLARD, II For For
2 PATRICIA L. HIGGINS For For
2 ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
3 APPROVAL OF THE AMENDED AND Management Against Against
RESTATED 2009 INCENTIVE PLAN.
4 RATIFICATION OF THE APPOINTMENT OF Management For For
BDO USA, LLP, AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS OF
THE COMPANY FOR THE FISCAL YEAR
ENDING APRIL 27, 2013.
H&R BLOCK, INC.
SECURITY 093671105 MEETING TYPE Annual
TICKER SYMBOL HRB MEETING DATE 13-Sep-2012
ISIN US0936711052 AGENDA 933673370 - 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 BAKER Management For For
LEWIS
1F. ELECTION OF DIRECTOR: VICTORIA J. REICH Management For For
1G. 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
1J. ELECTION OF DIRECTOR: JAMES F. WRIGHT Management For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
3. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against
NAMED EXECUTIVE OFFICER
COMPENSATION.
4. APPROVAL OF THE 2013 LONG-TERM Management Against Against
INCENTIVE PLAN.
5. APPROVAL OF THE AMENDED AND Management For For
RESTATED 2000 EMPLOYEE STOCK
PURCHASE PLAN.
6. SHAREHOLDER PROPOSAL CONCERNING Shareholder Against For
PROXY ACCESS, IF PRESENTED AT THE
MEETING.
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.
GAYLORD ENTERTAINMENT COMPANY
SECURITY 367905106 MEETING TYPE Special
TICKER SYMBOL GET MEETING DATE 25-Sep-2012
ISIN US3679051066 AGENDA 933681389 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. TO ADOPT THE AGREEMENT AND PLAN OF Management Against Against
MERGER DATED JULY 27, 2012 BY AND
BETWEEN GAYLORD ENTERTAINMENT
COMPANY AND GRANITE HOTEL
PROPERTIES, INC., A WHOLLY-OWNED
SUBSIDIARY OF GAYLORD, WHICH IS PART
OF RESTRUCTURING TRANSACTIONS
INTENDED TO ENABLE US TO QUALIFY AS A
REAL ESTATE INVESTMENT TRUST, OR
REIT, FOR FEDERAL INCOME TAX
PURPOSES.
2. TO APPROVE THE ISSUANCE OF UP TO Management Against Against
34,000,000 SHARES OF OUR COMMON
STOCK AS PART OF A ONE-TIME SPECIAL
DISTRIBUTION RELATED TO THE
DISTRIBUTION OF OUR ACCUMULATED
EARNINGS AND PROFITS TO
STOCKHOLDERS IN CONNECTION WITH THE
REIT CONVERSION.
3. TO PERMIT OUR BOARD OF DIRECTORS TO Management Against Against
ADJOURN THE SPECIAL MEETING, IF
NECESSARY, FOR FURTHER SOLICITATION
OF PROXIES IF THERE ARE NOT SUFFICIENT
VOTES AT THE ORIGINALLY SCHEDULED
TIME OF THE SPECIAL MEETING TO
APPROVE THE FOREGOING PROPOSALS.
THE MOSAIC COMPANY
SECURITY 61945C103 MEETING TYPE Annual
TICKER SYMBOL MOS MEETING DATE 04-Oct-2012
ISIN US61945C1036 AGENDA 933680173 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: PHYLLIS E. Management For For
COCHRAN
1B. ELECTION OF DIRECTOR: GREGORY L. EBEL Management For For
1C. ELECTION OF DIRECTOR: ROBERT L. Management For For
LUMPKINS
1D. ELECTION OF DIRECTOR: WILLIAM T. Management For For
MONAHAN
2. RATIFICATION OF ELECTION OF ONE Management For For
DIRECTOR, HAROLD H. MACKAY.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM TO
AUDIT OUR FINANCIAL STATEMENTS AS OF
AND FOR THE YEAR ENDING MAY 31, 2013
AND THE EFFECTIVENESS OF INTERNAL
CONTROL OVER FINANCIAL REPORTING AS
OF MAY 31, 2013.
4. A NON-BINDING ADVISORY VOTE ON Management Abstain Against
EXECUTIVE COMPENSATION ("SAY-ON-
PAY").
NEWS CORPORATION
SECURITY 65248E203 MEETING TYPE Annual
TICKER SYMBOL NWS MEETING DATE 16-Oct-2012
ISIN US65248E2037 AGENDA 933684563 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: JOSE MARIA Management For For
AZNAR
1B. ELECTION OF DIRECTOR: NATALIE Management For For
BANCROFT
1C. ELECTION OF DIRECTOR: PETER L. BARNES Management For For
1D. ELECTION OF DIRECTOR: JAMES W. BREYER Management For For
1E. ELECTION OF DIRECTOR: CHASE CAREY Management For For
1F. ELECTION OF DIRECTOR: ELAINE L. CHAO Management For For
1G. ELECTION OF DIRECTOR: DAVID F. DEVOE Management For For
1H. ELECTION OF DIRECTOR: VIET DINH Management For For
1I. ELECTION OF DIRECTOR: SIR RODERICK I. Management For For
EDDINGTON
1J. ELECTION OF DIRECTOR: JOEL I. KLEIN Management For For
1K. ELECTION OF DIRECTOR: JAMES R. Management For For
MURDOCH
1L. ELECTION OF DIRECTOR: K. RUPERT Management For For
MURDOCH
1M. ELECTION OF DIRECTOR: LACHLAN K. Management For For
MURDOCH
1N. ELECTION OF DIRECTOR: ALVARO URIBE Management For For
2. PROPOSAL TO RATIFY THE SELECTION OF Management For For
ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING JUNE 30, 2013.
3. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
4. STOCKHOLDER PROPOSAL - ADOPT A Shareholder Against For
POLICY THAT THE CHAIRMAN OF THE
BOARD OF DIRECTORS BE AN
INDEPENDENT DIRECTOR.
5. STOCKHOLDER PROPOSAL - ADOPT SIMPLE Shareholder Against For
MAJORITY VOTE.
6. STOCKHOLDER PROPOSAL - ELIMINATE THE Shareholder Against For
COMPANY'S DUAL CLASS CAPITAL
STRUCTURE.
7. CITIZENSHIP CERTIFICATION - PLEASE Management For
MARK "YES" IF THE STOCK IS OWNED OF
RECORD OR BENEFICIALLY BY A U.S.
STOCKHOLDER, OR MARK "NO" IF SUCH
STOCK IS OWNED OF RECORD OR
BENEFICIALLY BY A NON-U.S.
STOCKHOLDER.
NEWS CORPORATION
SECURITY 65248E203 MEETING TYPE Annual
TICKER SYMBOL NWS MEETING DATE 16-Oct-2012
ISIN US65248E2037 AGENDA 933693904 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: JOSE MARIA Management For For
AZNAR
1B. ELECTION OF DIRECTOR: NATALIE Management For For
BANCROFT
1C. ELECTION OF DIRECTOR: PETER L. BARNES Management For For
1D. ELECTION OF DIRECTOR: JAMES W. BREYER Management For For
1E. ELECTION OF DIRECTOR: CHASE CAREY Management For For
1F. ELECTION OF DIRECTOR: ELAINE L. CHAO Management For For
1G. ELECTION OF DIRECTOR: DAVID F. DEVOE Management For For
1H. ELECTION OF DIRECTOR: VIET DINH Management For For
1I. ELECTION OF DIRECTOR: SIR RODERICK I. Management For For
EDDINGTON
1J. ELECTION OF DIRECTOR: JOEL I. KLEIN Management For For
1K. ELECTION OF DIRECTOR: JAMES R. Management For For
MURDOCH
1L. ELECTION OF DIRECTOR: K. RUPERT Management For For
MURDOCH
1M. ELECTION OF DIRECTOR: LACHLAN K. Management For For
MURDOCH
1N. ELECTION OF DIRECTOR: ALVARO URIBE Management For For
2. PROPOSAL TO RATIFY THE SELECTION OF Management For For
ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING JUNE 30, 2013.
3. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
4. STOCKHOLDER PROPOSAL - ADOPT A Shareholder Against For
POLICY THAT THE CHAIRMAN OF THE
BOARD OF DIRECTORS BE AN
INDEPENDENT DIRECTOR.
5. STOCKHOLDER PROPOSAL - ADOPT SIMPLE Shareholder Against For
MAJORITY VOTE.
6. STOCKHOLDER PROPOSAL - ELIMINATE THE Shareholder Against For
COMPANY'S DUAL CLASS CAPITAL
STRUCTURE.
7. CITIZENSHIP CERTIFICATION - PLEASE Management For
MARK "YES" IF THE STOCK IS OWNED OF
RECORD OR BENEFICIALLY BY A U.S.
STOCKHOLDER, OR MARK "NO" IF SUCH
STOCK IS OWNED OF RECORD OR
BENEFICIALLY BY A NON-U.S.
STOCKHOLDER.
DIAGEO PLC
SECURITY 25243Q205 MEETING TYPE Annual
TICKER SYMBOL DEO MEETING DATE 17-Oct-2012
ISIN US25243Q2057 AGENDA 933687418 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. REPORT AND ACCOUNTS 2012. Management For For
2. DIRECTORS' REMUNERATION REPORT 2012. Management For For
3. DECLARATION OF FINAL DIVIDEND. Management For For
4. RE-ELECTION OF PB BRUZELIUS AS A Management For For
DIRECTOR. (AUDIT, NOMINATION &
REMUNERATION COMMITTEE)
5. RE-ELECTION OF LM DANON AS A Management For For
DIRECTOR. (AUDIT, NOMINATION &
REMUNERATION COMMITTEE)
6. RE-ELECTION OF LORD DAVIES AS A Management For For
DIRECTOR. (AUDIT, NOMINATION,
REMUNERATION(CHAIRMAN OF THE
COMMITTEE))
7. RE-ELECTION OF BD HOLDEN AS A Management For For
DIRECTOR. (AUDIT, NOMINATION &
REMUNERATION COMMITTEE)
8. RE-ELECTION OF DR FB HUMER AS A Management For For
DIRECTOR. (NOMINATION COMMITTEE
(CHAIRMAN OF THE COMMITTEE))
9. RE-ELECTION OF D MAHLAN AS A Management For For
DIRECTOR. (EXECUTIVE COMMITTEE)
10. RE-ELECTION OF PG SCOTT AS A Management For For
DIRECTOR. (AUDIT(CHAIRMAN OF THE
COMMITTEE), NOMINATION, REMUNERATION
COMMITTEE)
11. RE-ELECTION OF HT STITZER AS A Management For For
DIRECTOR. (AUDIT, NOMINATION &
REMUNERATION COMMITTEE)
12. RE-ELECTION OF PS WALSH AS A Management For For
DIRECTOR. (EXECUTIVE
COMMITTEE(CHAIRMAN OF THE
COMMITTEE))
13. ELECTION OF HO KWONPING AS A Management For For
DIRECTOR. (AUDIT, NOMINATION &
REMUNERATION COMMITTEE)
14. ELECTION OF IM MENEZES AS A DIRECTOR. Management For For
(EXECUTIVE COMMITTEE)
15. RE-APPOINTMENT OF AUDITOR. Management For For
16. REMUNERATION OF AUDITOR. Management For For
17. AUTHORITY TO ALLOT SHARES. Management For For
18. DISAPPLICATION OF PRE-EMPTION RIGHTS. Management Against Against
19. AUTHORITY TO PURCHASE OWN ORDINARY Management For For
SHARES.
20. AUTHORITY TO MAKE POLITICAL Management For For
DONATIONS AND/OR TO INCUR POLITICAL
EXPENDITURE IN THE EU.
21. REDUCED NOTICE OF A GENERAL MEETING Management For For
OTHER THAN AN ANNUAL GENERAL
MEETING.
THE HILLSHIRE BRANDS COMPANY
SECURITY 432589109 MEETING TYPE Annual
TICKER SYMBOL HSH MEETING DATE 25-Oct-2012
ISIN US4325891095 AGENDA 933686694 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: TODD A. BECKER Management For For
1B. ELECTION OF DIRECTOR: CHRISTOPHER B. Management For For
BEGLEY
1C. ELECTION OF DIRECTOR: ELLEN L. Management For For
BROTHERS
1D. ELECTION OF DIRECTOR: VIRGIS W. Management For For
COLBERT
1E. ELECTION OF DIRECTOR: SEAN M. Management For For
CONNOLLY
1F. ELECTION OF DIRECTOR: LAURETTE T. Management For For
KOELLNER
1G. ELECTION OF DIRECTOR: CRAIG P. Management For For
OMTVEDT
1H. ELECTION OF DIRECTOR: SIR IAN PROSSER Management For For
1I. ELECTION OF DIRECTOR: JONATHAN P. Management For For
WARD
1J. ELECTION OF DIRECTOR: JAMES D. WHITE Management For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR FISCAL 2013.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
4. VOTE ON APPROVAL OF THE 2012 LONG- Management Against Against
TERM INCENTIVE STOCK PLAN.
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.
MEREDITH CORPORATION
SECURITY 589433101 MEETING TYPE Annual
TICKER SYMBOL MDP MEETING DATE 07-Nov-2012
ISIN US5894331017 AGENDA 933689373 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1 DIRECTOR Management
1 JAMES R. CRAIGIE-2015 For For
2 FREDERICK B. HENRY-2015 For For
3 JOEL W. JOHNSON-2015 For For
4 DONALD C. BERG-2014 For For
2 TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
EXECUTIVE COMPENSATION PROGRAM FOR
THE COMPANY'S NAMED EXECUTIVE
OFFICERS AS DESCRIBED IN THE PROXY
STATEMENT.
3 TO APPROVE AN AMENDMENT TO THE Management For For
MEREDITH CORPORATION EMPLOYEE
STOCK PURCHASE PLAN OF 2002 TO
AUTHORIZE AN ADDITIONAL 500,000
SHARES FOR ISSUANCE AND SALE TO
EMPLOYEES UNDER THE PLAN.
4 TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING JUNE 30, 2013.
PERNOD-RICARD, PARIS
SECURITY F72027109 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 09-Nov-2012
ISIN FR0000120693 AGENDA 704074234 - 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: http://www.journal-
officiel.gouv.fr//pdf/20-
12/1003/201210031205905.pdf AND
https://balo.journal-officiel.gouv.fr/pdf/2012-
/1019/201210191206055.pdf
O.1 Approval of the corporate financial statements for Management For For
the financial year ended June 30, 2012
O.2 Approval of the consolidated financial statements Management For For
for the financial year ended June 30, 2012
O.3 Allocation of income for the financial year ended Management For For
June 30, 2012 and setting the dividend
O.4 Approval of the regulated Agreements pursuant Management For For
to Articles L.225-38 et seq. of the Commercial
Code
O.5 Approval of the commitments pursuant to Article Management For For
L. 225-42-1 of the Commercial Code regarding
Mr. Pierre Pringuet
O.6 Approval of the commitments pursuant to Article Management For For
L. 225-42-1 of the Commercial Code regarding
Mr. Alexandre Ricard
O.7 Ratification of the cooptation of Mrs. Martina Management For For
Gonzalez-Gallarza as Board member.
O.8 Ratification of the cooptation of Mr. Alexandre Management For For
Ricard as Board member
O.9 Renewal of term of Mr. Alexandre Ricard as Management For For
Board member
O.10 Renewal of term of Mr. Pierre Pringuet as Board Management For For
member
O.11 Renewal of term of Mr. Wolfgang Colberg as Management For For
Board member
O.12 Renewal of term of Mr. Cesar Giron as Board Management For For
member
O.13 Renewal of term of Mrs. Martina Gonzalez- Management For For
Gallarza as Board member
O.14 Appointment of Mr. Ian Gallienne as Board Management For For
member
O.15 Setting the annual amount of attendance Management For For
allowances allocated to the Board members
O.16 Authorization to be granted to the Board of Management For For
Directors to trade in Company's shares
E.17 Authorization to be granted to the Board of Management For For
Directors to carry out free allocation of
performance shares to employees and corporate
Executives of the Company and Group
companies
E.18 Authorization to be granted to the Board of Management For For
Directors to grant options entitling to the
subscription for shares of the Company to be
issued or to purchase existing shares of the
Company to employees and corporate
Executives of the Company and Group
companies
E.19 Delegation of authority to be granted to the Board Management Against Against
of Directors to decide to increase share capital by
issuing shares or securities giving access to
capital reserved for members of a company
savings plan with cancellation of preferential
subscription rights in favor of the latter
E.20 Amendment to Article 5 of the bylaws regarding Management For For
the duration of the Company
E.21 Amendment to Article 20 of the bylaws regarding Management For For
the age limit of the Chairman of the Board of
Directors
E.22 Alignment of Article 27 of the bylaws with legal Management For For
and regulatory provisions
E.23 Alignment of Article 32 of the bylaws with legal Management For For
and regulatory provisions
E.24 Alignment of Article 33 of the bylaws with legal Management For For
and regulatory provisions
E.25 Powers to carry out all required 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.
THE ESTEE LAUDER COMPANIES INC.
SECURITY 518439104 MEETING TYPE Annual
TICKER SYMBOL EL MEETING DATE 09-Nov-2012
ISIN US5184391044 AGENDA 933691277 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 ROSE MARIE BRAVO For For
2 PAUL J. FRIBOURG For For
3 MELLODY HOBSON For For
4 IRVINE O. HOCKADAY, JR. For For
5 BARRY S. STERNLICHT For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
3. AMENDMENT TO THE CERTIFICATE OF Management For For
INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED COMMON
SHARES.
4. RATIFICATION OF APPOINTMENT OF KPMG Management For For
LLP AS INDEPENDENT AUDITORS FOR THE
2013 FISCAL YEAR.
BROADRIDGE FINANCIAL SOLUTIONS, INC.
SECURITY 11133T103 MEETING TYPE Annual
TICKER SYMBOL BR MEETING DATE 15-Nov-2012
ISIN US11133T1034 AGENDA 933694590 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A ELECTION OF DIRECTOR: LESLIE A. BRUN Management For For
1B ELECTION OF DIRECTOR: RICHARD J. DALY Management For For
1C ELECTION OF DIRECTOR: ROBERT N. Management For For
DUELKS
1D ELECTION OF DIRECTOR: RICHARD J. Management For For
HAVILAND
1E ELECTION OF DIRECTOR: SANDRA S. Management For For
JAFFEE
1F ELECTION OF DIRECTOR: STUART R. LEVINE Management For For
1G ELECTION OF DIRECTOR: THOMAS J. PERNA Management For For
1H ELECTION OF DIRECTOR: ALAN J. WEBER Management For For
2 TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR
THE FISCAL YEAR ENDING JUNE 30, 2013.
3 ADVISORY VOTE ON THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION (THE SAY ON
PAY VOTE).
SMITHS GROUP PLC, LONDON
SECURITY G82401111 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 20-Nov-2012
ISIN GB00B1WY2338 AGENDA 704087293 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1 Adoption of Report and Accounts Management For For
2 Approval of Directors Remuneration Report Management For For
3 Declaration of final dividend Management For For
4 Re-election of Mr B F J Angelici as a director Management For For
5 Re-election of Mr P Bowman as a director Management For For
6 Re-election of Mr D H Brydon as a director Management For For
7 Re-election of Mr D J Challen as a director Management For For
8 Election of Ms T D Fratto as a director Management For For
9 Re-election of Ms A C Quinn as a director Management For For
10 Re-election of Sir Kevin Tebbit as a director Management For For
11 Re-election of Mr P A Turner as a director Management For For
12 Reappointment of PricewaterhouseCoopers LLP Management For For
as auditors
13 Auditors remuneration Management For For
14 Authority to issue shares pursuant to Section 551 Management For For
of Companies Act 2006
15 Authority to disapply pre-emption rights Management Against Against
16 Authority to make market purchases of shares Management For For
17 Authority to call general meetings other than Management For For
annual general meetings on not less than 14
clear days notice
18 Authority to make political donations and Management For For
expenditure
D.E. MASTER BLENDERS 1753 N.V., UTRECHT
SECURITY N2563N109 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 28-Nov-2012
ISIN NL0010157558 AGENDA 704089944 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1 Open meeting Non-Voting
2 Presentation by the CEO and CFO of the results Non-Voting
for fiscal year 2012
3.1 Adopt financial statements Management For For
3.2 Discuss company's reserves and dividend policy Non-Voting
4.1 Approve discharge of executive directors Management For For
4.2 Approve discharge of non-executive directors Management For For
5.1 Elect G. Picaud as non-executive director Management For For
5.2 Elect R. Zwartendijk as non-executive director Management For For
6 Acquisition of own shares. Extension of the Management For For
authorization of the Board of Directors as the
corporate body authorized to acquire ordinary
shares in the share capital of the Company
7 Other business Non-Voting
8 Close meeting Non-Voting
THE MADISON SQUARE GARDEN COMPANY
SECURITY 55826P100 MEETING TYPE Annual
TICKER SYMBOL MSG MEETING DATE 29-Nov-2012
ISIN US55826P1003 AGENDA 933697217 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 RICHARD D. PARSONS For For
2 ALAN D. SCHWARTZ For For
3 VINCENT TESE 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 2013.
MILLICOM INTERNATIONAL CELLULAR SA, LUXEMBOURG
SECURITY L6388F128 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 05-Dec-2012
ISIN SE0001174970 AGENDA 704151808 - 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 To appoint the Chairman of the EGM and to Management No Action
empower the Chairman to appoint the other
members of the Bureau : Mr. Jean-Michel
Schmit, attorney at law
2 Presentation of a report on a conflict of interest Non-Voting
3 To elect Mr. Anders Kronborg as new Board Management No Action
member of Millicom and to determine the length
of his mandate
4 As per the proposal of the Company's Board, to Management No Action
decide to distribute a gross dividend to the
Company's shareholders of USD 3.00 per share,
corresponding to an aggregate dividend of
approximately USD 300,000,000 to be paid out of
the Company's undistributed profits of the year
ended December 31, 2011 of USD 528,206,964
which have been carried forward as per the
decision of the Annual General Shareholder's
Meeting of May 29, 2012
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO CHANGE IN BLOCKING CONDITION.
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.
CNH GLOBAL N.V.
SECURITY N20935206 MEETING TYPE Annual
TICKER SYMBOL CNH MEETING DATE 17-Dec-2012
ISIN NL0000298933 AGENDA 933716651 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
2. PARTIAL AMENDMENT OF THE ARTICLES OF Management For For
ASSOCIATION.
3. DISTRIBUTION TO SHAREHOLDERS. Management For For
4. ALLOCATION OF PART OF THE RESERVES Management For For
TO SPECIAL SEPARATE RESERVES.
5. RATIFICATION OF THE COMPENSATION OF Management For For
THE SPECIAL COMMITTEE.
ENERGIZER HOLDINGS, INC.
SECURITY 29266R108 MEETING TYPE Annual
TICKER SYMBOL ENR MEETING DATE 28-Jan-2013
ISIN US29266R1086 AGENDA 933718251 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: DANIEL J. Management For For
HEINRICH
1B. ELECTION OF DIRECTOR: R. DAVID HOOVER Management For For
1C. ELECTION OF DIRECTOR: JOHN C. HUNTER, III Management For For
1D. ELECTION OF DIRECTOR: JOHN E. KLEIN Management For For
2. RATIFICATION OF APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT AUDITOR
3. NON-BINDING ADVISORY VOTE ON Management Abstain Against
EXECUTIVE COMPENSATION
RALCORP HOLDINGS, INC.
SECURITY 751028101 MEETING TYPE Special
TICKER SYMBOL RAH MEETING DATE 29-Jan-2013
ISIN US7510281014 AGENDA 933723543 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. TO APPROVE THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF NOVEMBER 26,
2012, AMONG RALCORP HOLDINGS, INC.,
CONAGRA FOODS, INC. AND PHOENIX
ACQUISITION SUB INC., A WHOLLY OWNED
SUBSIDIARY OF CONAGRA FOODS, INC., AS
IT MAY BE AMENDED FROM TIME TO TIME,
PURSUANT TO WHICH PHOENIX
ACQUISITION SUB INC. WILL MERGE WITH
AND INTO RALCORP HOLDINGS, INC.
2. TO APPROVE, ON AN ADVISORY (NON- Management Abstain Against
BINDING) BASIS, THE COMPENSATION THAT
MAY BE PAID OR BECOME PAYABLE TO
RALCORP HOLDINGS, INC.'S NAMED
EXECUTIVE OFFICERS THAT IS BASED ON
OR OTHERWISE RELATES TO THE MERGER
OF PHOENIX ACQUISITION SUB INC. WITH
AND INTO RALCORP HOLDINGS, INC.
3. 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 THE SPECIAL MEETING OR
ANY ADJOURNMENT OR POSTPONEMENT
THEREOF TO APPROVE PROPOSAL 1.
GRIFFON CORPORATION
SECURITY 398433102 MEETING TYPE Annual
TICKER SYMBOL GFF MEETING DATE 30-Jan-2013
ISIN US3984331021 AGENDA 933720181 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 HENRY A. ALPERT For For
2 BLAINE V. FOGG For For
3 WILLIAM H. WALDORF For For
4 JOSEPH J. WHALEN For For
2. APPROVAL OF THE RESOLUTION Management Abstain Against
APPROVING THE COMPENSATION OF OUR
EXECUTIVE OFFICERS AS DISCLOSED IN
THE PROXY STATEMENT.
3. RATIFICATION OF THE SELECTION BY OUR Management For For
AUDIT COMMITTEE OF GRANT THORNTON
LLP TO SERVE AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL 2013.
INGLES MARKETS, INCORPORATED
SECURITY 457030104 MEETING TYPE Annual
TICKER SYMBOL IMKTA MEETING DATE 12-Feb-2013
ISIN US4570301048 AGENDA 933722010 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 FRED D. AYERS For For
2 JOHN O. POLLARD For For
2. RATIFICATION OF DELOITTE & TOUCHE LLP Management For For
AS INDEPENDENT PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING
SEPTEMBER 28, 2013.
3. STOCKHOLDER PROPOSAL CONCERNING Shareholder Against For
EQUAL SHAREHOLDER VOTING.
NAVISTAR INTERNATIONAL CORPORATION
SECURITY 63934E108 MEETING TYPE Annual
TICKER SYMBOL NAV MEETING DATE 19-Feb-2013
ISIN US63934E1082 AGENDA 933726830 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 JOHN C. POPE For For
2 VINCENT J. INTRIERI For For
3 MICHAEL N. HAMMES For For
4 MARK H. RACHESKY For For
5 SAMUEL J. MERKSAMER For For
6 GENERAL S.A. MCCHRYSTAL For For
2. VOTE TO RATIFY THE SELECTION OF KPMG Management For For
LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
3. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
4. APPROVE THE NAVISTAR INTERNATIONAL Management For For
CORPORATION 2013 PERFORMANCE
INCENTIVE PLAN.
DEERE & COMPANY
SECURITY 244199105 MEETING TYPE Annual
TICKER SYMBOL DE MEETING DATE 27-Feb-2013
ISIN US2441991054 AGENDA 933725270 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN Management For For
1B. ELECTION OF DIRECTOR: CRANDALL C. Management For For
BOWLES
1C. ELECTION OF DIRECTOR: VANCE D. Management For For
COFFMAN
1D. ELECTION OF DIRECTOR: CHARLES O. Management For For
HOLLIDAY, JR.
1E. ELECTION OF DIRECTOR: DIPAK C. JAIN Management For For
1F. ELECTION OF DIRECTOR: CLAYTON M. Management For For
JONES
1G. ELECTION OF DIRECTOR: JOACHIM Management For For
MILBERG
1H. ELECTION OF DIRECTOR: RICHARD B. Management For For
MYERS
1I. ELECTION OF DIRECTOR: THOMAS H. Management For For
PATRICK
1J. ELECTION OF DIRECTOR: AULANA L. Management For For
PETERS
1K. ELECTION OF DIRECTOR: SHERRY M. SMITH Management For For
2. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
3. RE-APPROVAL OF THE JOHN DEERE MID- Management For For
TERM INCENTIVE PLAN.
4. RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS DEERE'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
INTERNATIONAL GAME TECHNOLOGY
SECURITY 459902102 MEETING TYPE Contested-Annual
TICKER SYMBOL IGT MEETING DATE 05-Mar-2013
ISIN US4599021023 AGENDA 933729850 - Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
01 DIRECTOR Management
1 RAYMOND J. BROOKS, JR. For For
2 CHARLES N. MATHEWSON For For
3 DANIEL B. SILVERS For For
4 MGT NOM J. CHAFFIN Withheld Against
5 MGT NOM GREG CREED Withheld Against
6 MGT NOM PATTI S. HART Withheld Against
7 MGT NOM R. J. MILLER Withheld Against
8 MGT NOM P. G. SATRE Withheld Against
02 THE COMPANY'S PROPOSAL TO AMEND THE Management For
INTERNATIONAL GAME TECHNOLOGY 2002
STOCK INCENTIVE PLAN.
03 THE COMPANY'S PROPOSAL FOR AN Management Abstain
ADVISORY VOTE TO APPROVE THE
COMPANY'S EXECUTIVE COMPENSATION.
04 THE COMPANY'S PROPOSAL TO RATIFY THE Management For
APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR ENDING SEPTEMBER 30, 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.
NATIONAL FUEL GAS COMPANY
SECURITY 636180101 MEETING TYPE Annual
TICKER SYMBOL NFG MEETING DATE 07-Mar-2013
ISIN US6361801011 AGENDA 933726498 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 DAVID C. CARROLL Withheld Against
2 CRAIG G. MATTHEWS Withheld Against
3 DAVID F. SMITH Withheld Against
2. VOTE TO RATIFY Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
REGISTERED PUBLIC ACCOUNTING FIRM
3. ADVISORY APPROVAL OF EXECUTIVE Management Abstain Against
COMPENSATION
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.
FOMENTO ECONOMICO MEXICANO S.A.B. DE CV
SECURITY 344419106 MEETING TYPE Annual
TICKER SYMBOL FMX MEETING DATE 15-Mar-2013
ISIN US3444191064 AGENDA 933737326 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
O1. REPORT OF THE CHIEF EXECUTIVE Management For
OFFICER OF FOMENTO ECONOMICO
MEXICANO, S.A.B. DE C.V.; OPINION OF THE
BOARD REGARDING THE CONTENT OF THE
REPORT OF THE CHIEF EXECUTIVE
OFFICER AND REPORTS OF THE BOARD
REGARDING THE MAIN POLICIES AND
ACCOUNTING CRITERIA AND INFORMATION
APPLIED DURING THE PREPARATION OF
THE FINANCIAL INFORMATION, ALL AS
MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
O2. REPORT WITH RESPECT TO THE Management For
COMPLIANCE OF TAX OBLIGATIONS.
O3. APPLICATION OF THE RESULTS FOR THE Management For
2012 FISCAL YEAR, INCLUDING THE
PAYMENT OF A CASH DIVIDEND, IN MEXICAN
PESOS, PER EACH SERIES "B" SHARE, AND
PER EACH SERIES "D" SHARE.
O4. PROPOSAL TO DETERMINE AS THE Management For
MAXIMUM AMOUNT OF RESOURCES TO BE
USED FOR THE SHARE REPURCHASE
PROGRAM OF THE COMPANY'S SHARES,
THE AMOUNT OF $3,000,000,000.00 MEXICAN
PESOS.
O5. ELECTION OF MEMBERS AND SECRETARIES Management For
OF THE BOARD OF DIRECTORS,
QUALIFICATION OF THEIR INDEPENDENCE.
O6. ELECTION OF MEMBERS OF FOLLOWING Management For
COMMITTEES: FINANCE & PLANNING; AUDIT;
CORPORATE PRACTICES; APPOINTMENT OF
THEIR RESPECTIVE CHAIRMAN, AND
RESOLUTION WITH RESPECT TO THEIR
REMUNERATION.
O7. APPOINTMENT OF DELEGATES FOR THE Management For
FORMALIZATION OF THE MEETING'S
RESOLUTION.
O8. READING AND, IF APPLICABLE, APPROVAL Management For
OF THE MINUTE.
INTERMEC, INC.
SECURITY 458786100 MEETING TYPE Special
TICKER SYMBOL IN MEETING DATE 19-Mar-2013
ISIN US4587861000 AGENDA 933734762 - 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
DECEMBER 9, 2012 (AS IT MAY BE AMENDED
FROM TIME TO TIME, THE "MERGER
AGREEMENT"), BY AND AMONG INTERMEC,
INC., HONEYWELL INTERNATIONAL INC.,
AND HAWKEYE MERGER SUB CORP., A
WHOLLY OWNED SUBSIDIARY OF
HONEYWELL INTERNATIONAL INC.
2. TO CONSIDER AND VOTE UPON ANY Management For For
PROPOSAL TO ADJOURN THE SPECIAL
MEETING, IF DETERMINED NECESSARY BY
INTERMEC, INC., TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL
MEETING TO ADOPT THE MERGER
AGREEMENT.
3. TO CONSIDER AND VOTE ON A PROPOSAL Management For For
TO APPROVE, ON AN ADVISORY (NON-
BINDING) BASIS, THE "GOLDEN PARACHUTE"
COMPENSATION PAYMENTS THAT WILL OR
MAY BE PAID BY INTERMEC, INC. TO ITS
NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
COVIDIEN PLC
SECURITY G2554F113 MEETING TYPE Annual
TICKER SYMBOL COV MEETING DATE 20-Mar-2013
ISIN IE00B68SQD29 AGENDA 933727779 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A) ELECTION OF DIRECTOR: JOSE E. ALMEIDA Management For For
1B) ELECTION OF DIRECTOR: JOY A. Management For For
AMUNDSON
1C) ELECTION OF DIRECTOR: CRAIG ARNOLD Management For For
1D) ELECTION OF DIRECTOR: ROBERT H. BRUST Management For For
1E) ELECTION OF DIRECTOR: JOHN M. Management For For
CONNORS, JR.
1F) ELECTION OF DIRECTOR: CHRISTOPHER J. Management For For
COUGHLIN
1G) ELECTION OF DIRECTOR: RANDALL J. Management For For
HOGAN, III
1H) ELECTION OF DIRECTOR: MARTIN D. Management For For
MADAUS
1I) ELECTION OF DIRECTOR: DENNIS H. Management For For
REILLEY
1J) ELECTION OF DIRECTOR: JOSEPH A. Management For For
ZACCAGNINO
2 APPOINT THE INDEPENDENT AUDITORS AND Management For For
AUTHORIZE THE AUDIT COMMITTEE TO SET
THE AUDITORS' REMUNERATION.
3 ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
4 APPROVE THE AMENDED AND RESTATED Management Against Against
COVIDIEN STOCK AND INCENTIVE PLAN.
5 AUTHORIZE THE COMPANY AND/OR ANY Management For For
SUBSIDIARY TO MAKE MARKET PURCHASES
OF COMPANY SHARES.
S6 AUTHORIZE THE PRICE RANGE AT WHICH Management For For
THE COMPANY CAN REISSUE SHARES IT
HOLDS AS TREASURY SHARES.
S7 AMEND ARTICLES OF ASSOCIATION TO Management For For
EXPAND THE AUTHORITY TO EXECUTE
INSTRUMENTS OF TRANSFER.
8 ADVISORY VOTE ON THE CREATION OF Management For For
MALLINCKRODT DISTRIBUTABLE RESERVES.
GIVAUDAN SA, VERNIER
SECURITY H3238Q102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 21-Mar-2013
ISIN CH0010645932 AGENDA 704282754 - 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 THE 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-150255, 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, including the Management No Action
annual financial statements, the compensation
report and the consolidated financial statements
2012
2 Consultative vote on the compensation policy as Management No Action
set out in the compensation report
3 Discharge of the board of directors Management No Action
4 Decision regarding the appropriation of available Management No Action
earnings
5 Changes in the articles of incorporation: To Management No Action
delete in its entirety article 3c of the articles of
incorporation of the company
6.1 Election of member of the Board of Directors: To Management No Action
re-elect Mr. Peter Kappeler for a term of three
years in accordance with the articles of
incorporation
6.2 Election of member of the Board of Directors: To Management No Action
re-elect Ms Irina du Bois for a term of one year in
accordance with the articles of incorporation
7 Election of the statutory auditors: To re-elect Management No Action
Deloitte SA as the statutory auditors for the
financial year 2013
8 Additional and/or counter proposal Management No Action
VIACOM INC.
SECURITY 92553P102 MEETING TYPE Annual
TICKER SYMBOL VIA MEETING DATE 21-Mar-2013
ISIN US92553P1021 AGENDA 933729418 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 GEORGE S. ABRAMS For For
2 PHILIPPE P. DAUMAN For For
3 THOMAS E. DOOLEY For For
4 ALAN C. GREENBERG For For
5 ROBERT K. KRAFT For For
6 BLYTHE J. MCGARVIE For For
7 CHARLES E. PHILLIPS, JR For For
8 SHARI REDSTONE For For
9 SUMNER M. REDSTONE For For
10 FREDERIC V. SALERNO For For
11 WILLIAM SCHWARTZ For For
2. THE RATIFICATION OF THE APPOINTMENT Management For For
OF PRICEWATERHOUSECOOPERS LLP TO
SERVE AS INDEPENDENT AUDITOR OF
VIACOM INC. FOR FISCAL YEAR 2013.
GENCORP INC.
SECURITY 368682100 MEETING TYPE Annual
TICKER SYMBOL GY MEETING DATE 27-Mar-2013
ISIN US3686821006 AGENDA 933733936 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 THOMAS A. CORCORAN For For
2 JAMES R. HENDERSON For For
3 WARREN G. LICHTENSTEIN For For
4 DAVID A. LORBER For For
5 MERRILL A. MCPEAK For For
6 JAMES H. PERRY For For
7 SCOTT J. SEYMOUR For For
8 MARTIN TURCHIN For For
2. TO CONSIDER AND APPROVE THE 2013 Management For For
EMPLOYEE STOCK PURCHASE PLAN.
3. TO CONSIDER AND APPROVE AN ADVISORY Management Abstain Against
RESOLUTION REGARDING THE
COMPENSATION OF GENCORP'S NAMED
EXECUTIVE OFFICERS.
4. TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP, AN
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM, AS INDEPENDENT
AUDITORS OF THE COMPANY FOR THE
FISCAL YEAR ENDING NOVEMBER 30, 2013.
GRUPO TELEVISA, S.A.B.
SECURITY 40049J206 MEETING TYPE Special
TICKER SYMBOL TV MEETING DATE 02-Apr-2013
ISIN US40049J2069 AGENDA 933751085 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
L1 APPOINTMENT AND/OR RATIFICATION, AS Management For
THE CASE MAY BE, OF THE MEMBERS OF
THE BOARD OF DIRECTORS TO BE
APPOINTED AT THIS MEETING PURSUANT
TO ARTICLES TWENTY SIXTH, TWENTY
SEVENTH AND OTHER APPLICABLE
ARTICLES OF THE CORPORATE BY-LAWS.
L2 APPOINTMENT OF DELEGATES TO CARRY Management For
OUT AND FORMALIZE THE RESOLUTIONS
ADOPTED AT THIS MEETING.
D1 APPOINTMENT AND/OR RATIFICATION, AS Management For
THE CASE MAY BE, OF THE MEMBERS OF
THE BOARD OF DIRECTORS TO BE
APPOINTED AT THIS MEETING PURSUANT
TO ARTICLES TWENTY SIXTH, TWENTY
SEVENTH AND OTHER APPLICABLE
ARTICLES OF THE CORPORATE BY-LAWS.
D2 APPOINTMENT OF DELEGATES TO CARRY Management For
OUT AND FORMALIZE THE RESOLUTIONS
ADOPTED AT THIS MEETING.
AB1 PRESENTATION AND, IN ITS CASE, Management For
APPROVAL OF THE REPORTS REFERRED TO
IN ARTICLE 28, PARAGRAPH IV OF THE
SECURITIES MARKET LAW, INCLUDING THE
FINANCIAL STATEMENTS FOR THE YEAR
ENDED ON DECEMBER 31, 2012 AND
RESOLUTIONS REGARDING THE ACTIONS
TAKEN BY THE BOARD OF DIRECTORS, THE
COMMITTEES AND THE CHIEF EXECUTIVE
OFFICER OF THE COMPANY.
AB2 PRESENTATION OF THE REPORT Management For
REGARDING CERTAIN FISCAL OBLIGATIONS
OF THE COMPANY, PURSUANT TO THE
APPLICABLE LEGISLATION.
AB3 RESOLUTION REGARDING THE ALLOCATION Management For
OF FINAL RESULTS FOR THE YEAR ENDED
ON DECEMBER 31, 2012.
AB4 RESOLUTION REGARDING (I) THE AMOUNT Management For
THAT MAY BE ALLOCATED TO THE
REPURCHASE OF SHARES OF THE
COMPANY PURSUANT TO ARTICLE 56,
PARAGRAPH IV OF THE SECURITIES
MARKET LAW; (II) THE REPORT ON THE
POLICIES AND RESOLUTIONS ADOPTED BY
THE BOARD OF DIRECTORS OF THE
COMPANY, REGARDING THE ACQUISITION
AND SALE OF SUCH SHARES; AND (III) THE
REPORT ON THE LONG TERM RETENTION
PLAN OF THE COMPANY.
AB5 APPOINTMENT AND/OR RATIFICATION, AS Management For
THE CASE MAY BE, OF THE MEMBERS THAT
SHALL CONFORM THE BOARD OF
DIRECTORS, THE SECRETARY AND
OFFICERS OF THE COMPANY.
AB6 APPOINTMENT AND/OR RATIFICATION, AS Management For
THE CASE MAY BE, OF THE MEMBERS THAT
SHALL CONFORM THE EXECUTIVE
COMMITTEE.
AB7 APPOINTMENT AND/OR RATIFICATION, AS Management For
THE CASE MAY BE, OF THE CHAIRMAN OF
THE AUDIT AND CORPORATE PRACTICES
COMMITTEE.
AB8 COMPENSATION TO THE MEMBERS OF THE Management For
BOARD OF DIRECTORS, OF THE EXECUTIVE
COMMITTEE, OF THE AUDIT AND
CORPORATE PRACTICES COMMITTEE, AS
WELL AS TO THE SECRETARY.
AB9 APPOINTMENT OF DELEGATES WHO WILL Management For
CARRY OUT AND FORMALIZE THE
RESOLUTIONS ADOPTED AT THIS MEETING.
GRUPO TELEVISA, S.A.B.
SECURITY 40049J206 MEETING TYPE Special
TICKER SYMBOL TV MEETING DATE 02-Apr-2013
ISIN US40049J2069 AGENDA 933757570 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
L1 APPOINTMENT AND/OR RATIFICATION, AS Management For
THE CASE MAY BE, OF THE MEMBERS OF
THE BOARD OF DIRECTORS TO BE
APPOINTED AT THIS MEETING PURSUANT
TO ARTICLES TWENTY SIXTH, TWENTY
SEVENTH AND OTHER APPLICABLE
ARTICLES OF THE CORPORATE BY-LAWS.
L2 APPOINTMENT OF DELEGATES TO CARRY Management For
OUT AND FORMALIZE THE RESOLUTIONS
ADOPTED AT THIS MEETING.
D1 APPOINTMENT AND/OR RATIFICATION, AS Management For
THE CASE MAY BE, OF THE MEMBERS OF
THE BOARD OF DIRECTORS TO BE
APPOINTED AT THIS MEETING PURSUANT
TO ARTICLES TWENTY SIXTH, TWENTY
SEVENTH AND OTHER APPLICABLE
ARTICLES OF THE CORPORATE BY-LAWS.
D2 APPOINTMENT OF DELEGATES TO CARRY Management For
OUT AND FORMALIZE THE RESOLUTIONS
ADOPTED AT THIS MEETING.
AB1 PRESENTATION AND, IN ITS CASE, Management For
APPROVAL OF THE REPORTS REFERRED TO
IN ARTICLE 28, PARAGRAPH IV OF THE
SECURITIES MARKET LAW, INCLUDING THE
FINANCIAL STATEMENTS FOR THE YEAR
ENDED ON DECEMBER 31, 2012 AND
RESOLUTIONS REGARDING THE ACTIONS
TAKEN BY THE BOARD OF DIRECTORS, THE
COMMITTEES AND THE CHIEF EXECUTIVE
OFFICER OF THE COMPANY.
AB2 PRESENTATION OF THE REPORT Management For
REGARDING CERTAIN FISCAL OBLIGATIONS
OF THE COMPANY, PURSUANT TO THE
APPLICABLE LEGISLATION.
AB3 RESOLUTION REGARDING THE ALLOCATION Management For
OF FINAL RESULTS FOR THE YEAR ENDED
ON DECEMBER 31, 2012.
AB4 RESOLUTION REGARDING (I) THE AMOUNT Management For
THAT MAY BE ALLOCATED TO THE
REPURCHASE OF SHARES OF THE
COMPANY PURSUANT TO ARTICLE 56,
PARAGRAPH IV OF THE SECURITIES
MARKET LAW; (II) THE REPORT ON THE
POLICIES AND RESOLUTIONS ADOPTED BY
THE BOARD OF DIRECTORS OF THE
COMPANY, REGARDING THE ACQUISITION
AND SALE OF SUCH SHARES; AND (III) THE
REPORT ON THE LONG TERM RETENTION
PLAN OF THE COMPANY.
AB5 APPOINTMENT AND/OR RATIFICATION, AS Management For
THE CASE MAY BE, OF THE MEMBERS THAT
SHALL CONFORM THE BOARD OF
DIRECTORS, THE SECRETARY AND
OFFICERS OF THE COMPANY.
AB6 APPOINTMENT AND/OR RATIFICATION, AS Management For
THE CASE MAY BE, OF THE MEMBERS THAT
SHALL CONFORM THE EXECUTIVE
COMMITTEE.
AB7 APPOINTMENT AND/OR RATIFICATION, AS Management For
THE CASE MAY BE, OF THE CHAIRMAN OF
THE AUDIT AND CORPORATE PRACTICES
COMMITTEE.
AB8 COMPENSATION TO THE MEMBERS OF THE Management For
BOARD OF DIRECTORS, OF THE EXECUTIVE
COMMITTEE, OF THE AUDIT AND
CORPORATE PRACTICES COMMITTEE, AS
WELL AS TO THE SECRETARY.
AB9 APPOINTMENT OF DELEGATES WHO WILL Management For
CARRY OUT AND FORMALIZE THE
RESOLUTIONS ADOPTED AT THIS MEETING.
FIAT INDUSTRIAL SPA
SECURITY T42136100 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 08-Apr-2013
ISIN IT0004644743 AGENDA 704326708 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
CMMT PLEASE NOTE THAT THIS IS AN Non-Voting
AMENDMENT TO MEETING ID 164959 DUE TO
RECEIPT OF S-LATES FOR AUDITORS
NAMES. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE D-
ISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
1.a Motion for Approval of the Statutory Financial Management For For
Statements at December 31, 2012, Allocation of
Profit and Dividend Distribution
1.b Compensation Policy pursuant to Article 123-ter Management For For
of Legislative Decree 58/98
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE Non-Voting
2 SLATES TO BE ELECTED AS AUDITORS,
THERE-IS ONLY 1 SLATE AVAILABLE TO BE
FILLED AT THE MEETING. THE STANDING
INSTRUCTIO-NS FOR THIS MEETING WILL BE
DISABLED AND, IF YOU CHOOSE, YOU ARE
REQUIRED TO V-OTE FOR ONLY 1 SLATE OF
THE 2 SLATES. THANK YOU.
2.a.1 Election of Regular Auditors, Alternate Auditors Management For For
and Chairman: 1) List presented by Exor S.p.A.,
which owns 30.013% of Fiat Industrial's ordinary
shares: Regular Auditors 1. Paolo Piccatti, 2.
Nicoletta Paracchini, 3. Lucio Pasquini, Alternate
Auditors 1. Riccardo Rota, 2. Giovanna
Campanini, 3. Giorgio Cavalitto
2.a.2 Election of Regular Auditors, Alternate Auditors Management Take No Action
and Chairman: List presented by a group of
international and Italian investment management
companies and institutional investors, which own
1.012% of Fiat Industrial's ordinary shares:
Regular Auditors 1.Claudia Mezzabotta Alternate
Auditors 1. Giulia Pusterla
2.b Compensation for statutory auditors in Management For For
accordance with article 17 of the by-laws (as
amended by the board of directors on January
31, 2013)
THE BANK OF NEW YORK MELLON CORPORATION
SECURITY 064058100 MEETING TYPE Annual
TICKER SYMBOL BK MEETING DATE 09-Apr-2013
ISIN US0640581007 AGENDA 933746262 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: RUTH E. BRUCH Management For For
1B. ELECTION OF DIRECTOR: NICHOLAS M. Management For For
DONOFRIO
1C. ELECTION OF DIRECTOR: GERALD L. Management For For
HASSELL
1D. ELECTION OF DIRECTOR: EDMUND F. KELLY Management For For
1E. ELECTION OF DIRECTOR: RICHARD J. Management For For
KOGAN
1F. ELECTION OF DIRECTOR: MICHAEL J. Management For For
KOWALSKI
1G. ELECTION OF DIRECTOR: JOHN A. LUKE, JR. Management For For
1H. ELECTION OF DIRECTOR: MARK A. Management For For
NORDENBERG
1I. ELECTION OF DIRECTOR: CATHERINE A. Management For For
REIN
1J. ELECTION OF DIRECTOR: WILLIAM C. Management For For
RICHARDSON
1K. ELECTION OF DIRECTOR: SAMUEL C. SCOTT III Management For For
1L. ELECTION OF DIRECTOR: WESLEY W. VON Management For For
SCHACK
2. ADVISORY RESOLUTION TO APPROVE Management Abstain Against
EXECUTIVE COMPENSATION.
3. RATIFICATION OF KPMG LLP AS OUR Management For For
INDEPENDENT AUDITOR FOR 2013.
NESTLE SA, CHAM UND VEVEY
SECURITY H57312649 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 11-Apr-2013
ISIN CH0038863350 AGENDA 704321532 - 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 THE 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-151749, 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.
1.1 Approval of the Annual Report, the financial Management No Action
statements of Nestle S.A. and the consolidated
financial statements of the Nestle Group for 2012
1.2 Acceptance of the Compensation Report 2012 Management No Action
(advisory vote)
2 Release of the members of the Board of Management No Action
Directors and of the Management
3 Appropriation of profits resulting from the balance Management No Action
sheet of Nestle S.A. (proposed dividend) for the
financial year 2012
4.1.1 Re-elections to the Board of Directors: Mr. Peter Management No Action
Brabeck-Letmathe
4.1.2 Re-elections to the Board of Directors: Mr. Management No Action
Steven G. Hoch
4.1.3 Re-elections to the Board of Directors: Ms. Titia Management No Action
de Lange
4.1.4 Re-elections to the Board of Directors: Mr. Jean- Management No Action
Pierre Roth
4.2 Election to the Board of Directors Ms. Eva Cheng Management No Action
4.3 Re-election of the statutory auditors KPMG SA, Management No Action
Geneva branch
CMMT IN THE EVENT OF A NEW OR MODIFIED Non-Voting
PROPOSAL BY A SHAREHOLDER DURING
THE GENERAL-MEETING, I INSTRUCT THE
INDEPENDENT REPRESENTATIVE TO VOTE
ACCORDING TO THE F-OLLOWING
INSTRUCTION: 1 OPTION EITHER 5.A, 5.B OR
5.C NEED TO BE INSTRUCTED (W-ITH YES)
TO SHOW, WHICH VOTING OPTION
INVESTOR CHOSE IN THE EVENT OF NEW
OR MO-DIFIED PROPOSALS
5.A MANAGEMENT RECOMMENDS A FOR VOTE Shareholder No Action
ON THIS PROPOSAL: Vote in accordance with
the proposal of the Board of Directors
5.B Vote against the proposal of the Board of Shareholder No Action
Directors
5.C Abstain Shareholder No Action
TEXAS INSTRUMENTS INCORPORATED
SECURITY 882508104 MEETING TYPE Annual
TICKER SYMBOL TXN MEETING DATE 18-Apr-2013
ISIN US8825081040 AGENDA 933737693 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: R.W. BABB, JR. Management For For
1B. ELECTION OF DIRECTOR: M.A. BLINN Management For For
1C. ELECTION OF DIRECTOR: D.A. CARP Management For For
1D. ELECTION OF DIRECTOR: C.S. COX Management For For
1E. ELECTION OF DIRECTOR: P.H. PATSLEY Management For For
1F. ELECTION OF DIRECTOR: R.E. SANCHEZ Management For For
1G. ELECTION OF DIRECTOR: W.R. SANDERS Management For For
1H. ELECTION OF DIRECTOR: R.J. SIMMONS Management For For
1I. ELECTION OF DIRECTOR: R.K. TEMPLETON Management For For
1J. 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 2013.
EBAY INC.
SECURITY 278642103 MEETING TYPE Annual
TICKER SYMBOL EBAY MEETING DATE 18-Apr-2013
ISIN US2786421030 AGENDA 933756934 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: DAVID M. Management For For
MOFFETT
1B. ELECTION OF DIRECTOR: RICHARD T. Management For For
SCHLOSBERG, III
1C. ELECTION OF DIRECTOR: THOMAS J. Management For For
TIERNEY
2. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
3. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
CORPORATE LOBBYING DISCLOSURE.
4. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
PRIVACY AND DATA SECURITY.
5. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS FOR OUR FISCAL
YEAR ENDING DECEMBER 31, 2013.
GENUINE PARTS COMPANY
SECURITY 372460105 MEETING TYPE Annual
TICKER SYMBOL GPC MEETING DATE 22-Apr-2013
ISIN US3724601055 AGENDA 933737554 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 DR. MARY B. BULLOCK For For
2 PAUL D. DONAHUE For For
3 JEAN DOUVILLE For For
4 THOMAS C. GALLAGHER For For
5 GEORGE C. "JACK" GUYNN For For
6 JOHN R. HOLDER For For
7 JOHN D. JOHNS For For
8 MICHAEL M.E. JOHNS, MD For For
9 R.C. LOUDERMILK, JR. For For
10 WENDY B. NEEDHAM For For
11 JERRY W. NIX For For
12 GARY W. ROLLINS For For
2. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
3. RATIFICATION OF THE SELECTION OF Management For For
ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2013.
HONEYWELL INTERNATIONAL INC.
SECURITY 438516106 MEETING TYPE Annual
TICKER SYMBOL HON MEETING DATE 22-Apr-2013
ISIN US4385161066 AGENDA 933739368 - 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 HOLLICK Management For For
1I. ELECTION OF DIRECTOR: GRACE D. Management For For
LIEBLEIN
1J. ELECTION OF DIRECTOR: GEORGE PAZ Management For For
1K. ELECTION OF DIRECTOR: BRADLEY T. Management For For
SHEARES
1L. ELECTION OF DIRECTOR: ROBIN L. Management For For
WASHINGTON
2. APPROVAL OF INDEPENDENT Management For For
ACCOUNTANTS.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management For For
COMPENSATION.
4. INDEPENDENT BOARD CHAIRMAN. Shareholder Against For
5. RIGHT TO ACT BY WRITTEN CONSENT. Shareholder Against For
6. ELIMINATE ACCELERATED VESTING IN A Shareholder Against For
CHANGE IN CONTROL.
CRANE CO.
SECURITY 224399105 MEETING TYPE Annual
TICKER SYMBOL CR MEETING DATE 22-Apr-2013
ISIN US2243991054 AGENDA 933747719 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1.1 ELECTION OF DIRECTOR (TERM EXPIRING Management For For
2016): RICHARD S. FORTE
1.2 ELECTION OF DIRECTOR (TERM EXPIRING Management For For
2016): ELLEN MCCLAIN HAIME
1.3 ELECTION OF DIRECTOR (TERM EXPIRING Management For For
2015): RONALD C. LINDSAY
1.4 ELECTION OF DIRECTOR (TERM EXPIRING Management For For
2016): JENNIFER M. POLLINO
1.5 ELECTION OF DIRECTOR (TERM EXPIRING Management For For
2016): JAMES L.L. TULLIS
2. RATIFICATION OF SELECTION OF DELOITTE Management For For
& TOUCHE LLP AS INDEPENDENT AUDITORS
FOR THE COMPANY FOR 2013.
3. SAY ON PAY - AN ADVISORY VOTE TO Management Abstain Against
APPROVE EXECUTIVE COMPENSATION.
4. APPROVAL OF 2013 STOCK INCENTIVE Management Against Against
PLAN.
BEAM INC.
SECURITY 073730103 MEETING TYPE Annual
TICKER SYMBOL BEAM MEETING DATE 23-Apr-2013
ISIN US0737301038 AGENDA 933741072 - 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: GRETCHEN W. Management For For
PRICE
1F. ELECTION OF DIRECTOR: MATTHEW J. Management For For
SHATTOCK
1G. ELECTION OF DIRECTOR: ROBERT A. Management For For
STEELE
1H. ELECTION OF DIRECTOR: PETER M. WILSON Management For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
WELLS FARGO & COMPANY
SECURITY 949746101 MEETING TYPE Annual
TICKER SYMBOL WFC MEETING DATE 23-Apr-2013
ISIN US9497461015 AGENDA 933743696 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A) ELECTION OF DIRECTOR: JOHN D. BAKER II Management For For
1B) ELECTION OF DIRECTOR: ELAINE L. CHAO Management For For
1C) ELECTION OF DIRECTOR: JOHN S. CHEN Management For For
1D) ELECTION OF DIRECTOR: LLOYD H. DEAN Management For For
1E) ELECTION OF DIRECTOR: SUSAN E. ENGEL Management For For
1F) ELECTION OF DIRECTOR: ENRIQUE Management For For
HERNANDEZ, JR.
1G) ELECTION OF DIRECTOR: DONALD M. JAMES Management For For
1H) ELECTION OF DIRECTOR: CYNTHIA H. Management For For
MILLIGAN
1I) ELECTION OF DIRECTOR: FEDERICO F. Management For For
PENA
1J) ELECTION OF DIRECTOR: HOWARD V. Management For For
RICHARDSON
1K) ELECTION OF DIRECTOR: JUDITH M. Management For For
RUNSTAD
1L) ELECTION OF DIRECTOR: STEPHEN W. Management For For
SANGER
1M) ELECTION OF DIRECTOR: JOHN G. STUMPF Management For For
1N) ELECTION OF DIRECTOR: SUSAN G. Management For For
SWENSON
2. ADVISORY RESOLUTION TO APPROVE Management Abstain Against
EXECUTIVE COMPENSATION.
3. PROPOSAL TO APPROVE THE COMPANY'S Management Against Against
AMENDED AND RESTATED LONG-TERM
INCENTIVE COMPENSATION PLAN.
4. PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF KPMG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
5. STOCKHOLDER PROPOSAL TO ADOPT A Shareholder Against For
POLICY REQUIRING AN INDEPENDENT
CHAIRMAN.
6. STOCKHOLDER PROPOSAL TO PROVIDE A Shareholder Against For
REPORT ON THE COMPANY'S LOBBYING
POLICIES AND PRACTICES.
7. STOCKHOLDER PROPOSAL TO REVIEW AND Shareholder Against For
REPORT ON INTERNAL CONTROLS OVER
THE COMPANY'S MORTGAGE SERVICING
AND FORECLOSURE PRACTICES.
EARTHLINK, INC.
SECURITY 270321102 MEETING TYPE Annual
TICKER SYMBOL ELNK MEETING DATE 23-Apr-2013
ISIN US2703211027 AGENDA 933743824 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: SUSAN D. BOWICK Management For For
1B. ELECTION OF DIRECTOR: MARCE FULLER Management For For
1C. ELECTION OF DIRECTOR: ROLLA P. HUFF Management For For
1D. ELECTION OF DIRECTOR: DAVID A. KORETZ Management For For
1E. ELECTION OF DIRECTOR: GARRY K. Management For For
MCGUIRE
1F. ELECTION OF DIRECTOR: THOMAS E. Management For For
WHEELER
1G. ELECTION OF DIRECTOR: M. WAYNE Management For For
WISEHART
2. THE APPROVAL OF A NON-BINDING Management Abstain Against
ADVISORY RESOLUTION APPROVING THE
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
3. THE APPROVAL OF AN AMENDMENT TO OUR Management Against Against
THIRD RESTATED CERTIFICATE OF
INCORPORATION IN CONNECTION WITH THE
REVISION OF OUR FOURTH AMENDED AND
RESTATED BYLAWS' ADVANCE NOTICE
REQUIREMENTS FOR SHAREHOLDER
PROPOSALS/NOMINATIONS.
4. RATIFICATION OF THE APPOINTMENT BY Management For For
THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS OF ERNST & YOUNG LLP AS
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2013.
THE PNC FINANCIAL SERVICES GROUP, INC.
SECURITY 693475105 MEETING TYPE Annual
TICKER SYMBOL PNC MEETING DATE 23-Apr-2013
ISIN US6934751057 AGENDA 933744561 - 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: WILLIAM S. Management For For
DEMCHAK
1E ELECTION OF DIRECTOR: KAY COLES Management For For
JAMES
1F ELECTION OF DIRECTOR: RICHARD B. Management For For
KELSON
1G ELECTION OF DIRECTOR: BRUCE C. Management For For
LINDSAY
1H ELECTION OF DIRECTOR: ANTHONY A. Management For For
MASSARO
1I ELECTION OF DIRECTOR: JANE G. PEPPER Management For For
1J ELECTION OF DIRECTOR: JAMES E. ROHR Management For For
1K ELECTION OF DIRECTOR: DONALD J. Management For For
SHEPARD
1L ELECTION OF DIRECTOR: LORENE K. Management For For
STEFFES
1M ELECTION OF DIRECTOR: DENNIS F. STRIGL Management For For
1N ELECTION OF DIRECTOR: THOMAS J. USHER Management For For
1O ELECTION OF DIRECTOR: GEORGE H. Management For For
WALLS, JR.
1P ELECTION OF DIRECTOR: HELGE H. Management For For
WEHMEIER
2 RATIFICATION OF THE AUDIT COMMITTEE'S Management For For
SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS
PNC'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
3 ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
4 A SHAREHOLDER PROPOSAL REGARDING A Shareholder Against For
REPORT ON GREENHOUSE GAS EMISSIONS
OF BORROWERS AND EXPOSURE TO
CLIMATE CHANGE RISK.
ROLLINS, INC.
SECURITY 775711104 MEETING TYPE Annual
TICKER SYMBOL ROL MEETING DATE 23-Apr-2013
ISIN US7757111049 AGENDA 933748949 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 BILL J. DISMUKE For For
2 THOMAS J. LAWLEY, M.D. For For
3 JOHN F. WILSON For For
2. TO APPROVE THE PERFORMANCE-BASED Management For For
INCENTIVE CASH COMPENSATION PLAN
FOR EXECUTIVE OFFICERS.
3. TO RATIFY THE APPOINTMENT OF GRANT Management For For
THORNTON LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY FOR 2013.
FMC CORPORATION
SECURITY 302491303 MEETING TYPE Annual
TICKER SYMBOL FMC MEETING DATE 23-Apr-2013
ISIN US3024913036 AGENDA 933751629 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR TO SERVE IN Management For For
CLASS III FOR A THREE-YEAR TERM: PIERRE
BRONDEAU
1B. ELECTION OF DIRECTOR TO SERVE IN Management For For
CLASS III FOR A THREE-YEAR TERM: DIRK A.
KEMPTHORNE
1C. ELECTION OF DIRECTOR TO SERVE IN Management For For
CLASS III FOR A THREE-YEAR TERM:
ROBERT C. PALLASH
2. RATIFICATION OF THE APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3. APPROVAL, BY NON-BINDING VOTE, OF Management Abstain Against
EXECUTIVE COMPENSATION.
4. AMENDMENT OF THE COMPANY'S Management For For
RESTATED CERTIFICATE OF
INCORPORATION TO ELIMINATE THE
CLASSIFICATION OF DIRECTORS.
NEWMONT MINING CORPORATION
SECURITY 651639106 MEETING TYPE Annual
TICKER SYMBOL NEM MEETING DATE 24-Apr-2013
ISIN US6516391066 AGENDA 933744559 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: B.R. BROOK Management For For
1B. ELECTION OF DIRECTOR: J.K. BUCKNOR Management For For
1C. ELECTION OF DIRECTOR: V.A. CALARCO Management For For
1D. ELECTION OF DIRECTOR: J.A. CARRABBA Management For For
1E. ELECTION OF DIRECTOR: N. DOYLE Management For For
1F. ELECTION OF DIRECTOR: G.J. GOLDBERG Management For For
1G. ELECTION OF DIRECTOR: V.M. HAGEN Management For For
1H. ELECTION OF DIRECTOR: J. NELSON Management For For
1I. ELECTION OF DIRECTOR: D.C. ROTH Management For For
1J. ELECTION OF DIRECTOR: S.R. THOMPSON Management For For
2. TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT AUDITORS FOR
2013.
3. ADVISORY RESOLUTION TO APPROVE Management Abstain Against
NAMED EXECUTIVE OFFICER
COMPENSATION.
4. APPROVE THE 2013 STOCK INCENTIVE Management For For
PLAN.
5. APPROVE THE PERFORMANCE PAY PLAN. Management For For
BORGWARNER INC.
SECURITY 099724106 MEETING TYPE Annual
TICKER SYMBOL BWA MEETING DATE 24-Apr-2013
ISIN US0997241064 AGENDA 933744698 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1.1 ELECTION OF DIRECTOR: JERE A. Management For For
DRUMMOND
1.2 ELECTION OF DIRECTOR: JOHN R. Management For For
MCKERNAN, JR.
1.3 ELECTION OF DIRECTOR: ERNEST J. NOVAK, JR. Management For For
1.4 ELECTION OF DIRECTOR: JAMES R. Management For For
VERRIER
2. TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR
2013.
3. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION AS DISCLOSED
IN THE PROXY STATEMENT.
4. STOCKHOLDER PROPOSAL CONCERNING Shareholder For For
DECLASSIFICATION OF THE COMPANY'S
BOARD OF DIRECTORS.
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.
BARRICK GOLD CORPORATION
SECURITY 067901108 MEETING TYPE Annual
TICKER SYMBOL ABX MEETING DATE 24-Apr-2013
ISIN CA0679011084 AGENDA 933755451 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
01 DIRECTOR Management
1 H.L. BECK For For
2 C.W.D. BIRCHALL For For
3 D.J. CARTY For For
4 G. CISNEROS For For
5 R.M. FRANKLIN For For
6 J.B. HARVEY For For
7 D. MOYO For For
8 B. MULRONEY For For
9 A. MUNK For For
10 P. MUNK For For
11 S.J. SHAPIRO For For
12 J.C. SOKALSKY For For
13 J.L. THORNTON For For
02 RESOLUTION APPROVING THE Management For For
APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE
AUDITORS OF BARRICK AND AUTHORIZING
THE DIRECTORS TO FIX THEIR
REMUNERATION.
03 ADVISORY RESOLUTION ON EXECUTIVE Management For For
COMPENSATION APPROACH.
DOVER MOTORSPORTS, INC.
SECURITY 260174107 MEETING TYPE Annual
TICKER SYMBOL DVD MEETING DATE 24-Apr-2013
ISIN US2601741075 AGENDA 933773271 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 JOHN W. ROLLINS, JR. For For
2 PATRICK J. BAGLEY For For
2. NONBINDING VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
3. NONBINDING VOTE REGARDING THE Management Abstain Against
FREQUENCY OF VOTING ON EXECUTIVE
COMPENSATION.
DOVER DOWNS GAMING & ENTERTAINMENT, INC.
SECURITY 260095104 MEETING TYPE Annual
TICKER SYMBOL DDE MEETING DATE 24-Apr-2013
ISIN US2600951048 AGENDA 933773283 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 JOHN W. ROLLINS, JR. For For
2 PATRICK J. BAGLEY For For
2. NONBINDING VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
3. NONBINDING VOTE REGARDING THE Management Abstain Against
FREQUENCY OF VOTING ON EXECUTIVE
COMPENSATION.
ACCOR SA, COURCOURONNES
SECURITY F00189120 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 25-Apr-2013
ISIN FR0000120404 AGENDA 704330478 - 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 THE FOLLOWING APPLIES TO NON- Non-Voting
RESIDENT SHAREOWNERS ONLY: PROXY
CARDS: VOTING-INSTRUCTIONS WILL BE
FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE-DATE. IN CAPACITY
AS REGISTERED INTERMEDIARY, THE
GLOBAL CUSTODIANS WILL SIGN-THE
PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST
MORE-INFORMATION, PLEASE CONTACT
YOUR CLIENT 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/2013/0318/201303181300797.
pdf .PLEAS-E NOTE THAT THIS IS A REVISION
DUE TO ADDITION OF URL LINK:
https://balo.journ-al-
officiel.gouv.fr/pdf/2013/0405/201304051301125.
pdf. IF YOU HAVE ALREADY SEN-T IN YOUR
VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AME-
ND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
O.1 Approval of the corporate financial statements for Management For For
the financial year, 2012
O.2 Approval of the consolidated financial statements Management For For
for the financial year, 2012
O.3 Allocation of income and distribution of the Management For For
dividend
O.4 Renewal of term of Mrs. Sophie Gasperment as Management For For
Board member
O.5 Renewal of term of Mr. Patrick Sayer as Board Management For For
member
O.6 Appointment of Mr. Nadra Moussalem as Board Management For For
member
O.7 Renewal of term of Deloitte & Associes as Management For For
principal Statutory Auditor
O.8 Renewal of term of Ernst & Young et Autres as Management For For
principal Statutory Auditor
O.9 Renewal of term of Beas SARL as deputy Management For For
Statutory Auditor
O.10 Renewal of term of Auditex as deputy Statutory Management For For
Auditor
O.11 Authorization to be granted to the Board of Management For For
Directors to trade in Company's shares
E.12 Authorization to the Board of Directors to reduce Management For For
capital by cancellation of shares
E.13 Delegation of authority to the Board of Directors Management For For
to carry out capital increases by issuing shares or
securities giving access to share capital while
maintaining preferential subscription rights
E.14 Delegation of authority to the Board of Directors Management Against Against
to carry out capital increases by issuing shares or
securities giving access to share capital with
cancellation of preferential subscription rights by
public offering
E.15 Delegation of authority to the Board of Directors Management For For
to carry out capital increases by issuing shares or
securities giving access to share capital with
cancellation of preferential subscription rights
through reserved offer
E.16 Delegation of authority to the Board of Directors Management For For
to increase the number of issuable securities in
case of capital increase with or without
preferential subscription rights
E.17 Delegation of powers to the Board of Directors to Management For For
carry out capital increases by issuing shares or
securities, in consideration for in-kind
contributions granted to the Company
E.18 Delegation of powers to the Board of Directors to Management For For
carry out capital increases by incorporation of
reserves, profits or premiums
E.19 Limitation of the total amount of capital increases Management For For
that may be carried out pursuant to previous
delegations
E.20 Delegation of authority to the Board of Directors Management For For
to issue shares or securities giving access to
share capital in favor of employees who are
members of a Company Savings Plan
E.21 Authorization to the Board of Directors to grant Management For For
share subscription or purchase options to
employees and corporate officers
E.22 Authorization to the Board of Directors to carry Management For For
out free allocations of shares to employees and
corporate officers
E.23 Powers to carry out all legal formalities Management For For
SWEDISH MATCH AB, STOCKHOLM
SECURITY W92277115 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Apr-2013
ISIN SE0000310336 AGENDA 704331052 - 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 and election of the Non-Voting
Chairman of the Meeting.: Sven-Unger, attorney
at law, is proposed as the Chairman of the
Meeting
2 Preparation and approval of the voting list Non-Voting
3 Election of one or two persons, to verify the Non-Voting
Minutes
4 Determination of whether the Meeting has been Non-Voting
duly convened
5 Approval of the Agenda Non-Voting
6 Presentation of the Annual Report and the Non-Voting
Auditors' Report, the Consolidated-Financial
Statements and the Auditors' Report on the
Consolidated Financial-Statements for 2012, the
Auditors' Statement regarding compliance with
the-principles for determination of remuneration
to senior executives as well as-the Board of
Directors' motion regarding the allocation of profit
and-explanatory statements. In connection
therewith, the President's address and-the report
regarding the work of the Board of Directors and
the work and-function of the Audit Committee
7 Adoption of the Income Statement and Balance Management No Action
Sheet and of the Consolidated Income Statement
and Consolidated Balance Sheet
8 Resolution in respect of allocation of the Management No Action
Company's profit in accordance with the adopted
Balance Sheet and resolution on record day for
dividend: The Board of Directors proposes that a
dividend be paid to the shareholders in the
amount of 7.30 SEK per share and that the
remaining profits be carried forward. The
proposed record date for entitlement to receive a
cash dividend is April 30, 2013. The dividend is
expected to be paid through Euroclear Sweden
AB, on May 6, 2013
9 Resolution regarding discharge from liability for Management No Action
the Board members and the President
10.a Resolution regarding the reduction of the share Management No Action
capital by way of a recall of repurchased shares,
and the transfer of the reduced amount to a fund
to be used pursuant to a resolution adopted by
the General Meeting; and
10.b Resolution regarding a bonus issue Management No Action
11 Resolution regarding the authorization of the Management No Action
Board of Directors to decide on the acquisition of
shares in the Company
12 Adoption of principles for determination of Management No Action
remuneration payable to senior executives. In
connection therewith the report regarding the
work and function of the Compensation
Committee
13 Determination of the number of members of the Management No Action
Board of Directors to be elected by the Meeting:
The Board of Directors shall comprise seven
members elected by the Annual General Meeting
and no deputies
14 Determination of the remuneration to be paid to Management No Action
the Board of Directors
15 Election of members of the Board, the Chairman Management No Action
of the Board and the Deputy Chairman of the
Board: The following Board members are
proposed for re-election: Andrew Cripps, Karen
Guerra, Conny Karlsson, Robert F. Sharpe, Meg
Tiveus and Joakim Westh. The Nominating
Committee proposes the election of Wenche
Rolfsen as new member of the Board. Conny
Karlsson is proposed to be re-elected as
Chairman of the Board and Andrew Cripps is
proposed to be re-elected as Deputy Chairman of
the Board
16 Determination of the number of Auditors: The Management No Action
Nominating Committee proposes the number of
Auditors shall be one with no Deputy Auditor
17 Determination of the remuneration to be paid to Management No Action
the Auditors
18 Election of Auditors: The Nominating Committee Management No Action
proposes re-election of the accounting firm
KPMG AB, for the period as of the end of the
Annual General Meeting 2013 until the end of the
Annual General Meeting 2014
INTERACTIVE BROKERS GROUP, INC.
SECURITY 45841N107 MEETING TYPE Annual
TICKER SYMBOL IBKR MEETING DATE 25-Apr-2013
ISIN US45841N1072 AGENDA 933741060 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: THOMAS Management For For
PETERFFY
1B. ELECTION OF DIRECTOR: EARL H. NEMSER Management For For
1C. ELECTION OF DIRECTOR: PAUL J. BRODY Management For For
1D. ELECTION OF DIRECTOR: MILAN GALIK Management For For
1E. ELECTION OF DIRECTOR: LAWRENCE E. Management For For
HARRIS
1F. ELECTION OF DIRECTOR: HANS R. STOLL Management For For
1G. ELECTION OF DIRECTOR: IVERS W. RILEY Management For For
1H. ELECTION OF DIRECTOR: RICHARD GATES Management For For
2. TO APPROVE, BY NON-BINDING VOTE, Management Abstain Against
EXECUTIVE COMPENSATION.
3. RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF DELOITTE & TOUCHE
LLP.
CORNING INCORPORATED
SECURITY 219350105 MEETING TYPE Annual
TICKER SYMBOL GLW MEETING DATE 25-Apr-2013
ISIN US2193501051 AGENDA 933742911 - 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: ROBERT F. Management For For
CUMMINGS
1F. ELECTION OF DIRECTOR: JAMES B. FLAWS Management For For
1G. ELECTION OF DIRECTOR: KURT M. Management For For
LANDGRAF
1H. ELECTION OF DIRECTOR: KEVIN J. MARTIN Management For For
1I. ELECTION OF DIRECTOR: DEBORAH D. Management For For
RIEMAN
1J. ELECTION OF DIRECTOR: HANSEL E. Management For For
TOOKES II
1K. ELECTION OF DIRECTOR: WENDELL P. Management For For
WEEKS
1L. ELECTION OF DIRECTOR: MARK S. Management For For
WRIGHTON
2. ADVISORY VOTE TO APPROVE THE Management Abstain Against
COMPANY'S EXECUTIVE COMPENSATION.
3. RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
CORNING'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
MEDIA GENERAL, INC.
SECURITY 584404107 MEETING TYPE Annual
TICKER SYMBOL MEG MEETING DATE 25-Apr-2013
ISIN US5844041070 AGENDA 933744066 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 DENNIS J. FITZSIMONS For For
2 RODNEY A. SMOLLA For For
3 CARL S. THIGPEN For For
GRACO INC.
SECURITY 384109104 MEETING TYPE Annual
TICKER SYMBOL GGG MEETING DATE 26-Apr-2013
ISIN US3841091040 AGENDA 933744787 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 ERIC P. ETCHART For For
2 J. KEVIN GILLIGAN For For
3 WILLIAM G. VAN DYKE For For
2. RATIFICATION OF APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
3. APPROVAL, ON AN ADVISORY BASIS, OF Management Abstain Against
THE COMPENSATION PAID TO OUR NAMED
EXECUTIVE OFFICERS AS DISCLOSED IN
THE PROXY STATEMENT.
4. APPROVAL OF AN AMENDMENT TO THE Management For For
RESTATED ARTICLES OF INCORPORATION
TO ADOPT MAJORITY VOTING FOR THE
ELECTION OF DIRECTORS.
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.
AMERICAN EXPRESS COMPANY
SECURITY 025816109 MEETING TYPE Annual
TICKER SYMBOL AXP MEETING DATE 29-Apr-2013
ISIN US0258161092 AGENDA 933746402 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 C. BARSHEFSKY For For
2 U.M. BURNS For For
3 K.I. CHENAULT For For
4 P. CHERNIN For For
5 A. LAUVERGEON For For
6 T.J. LEONSIS For For
7 R.C. LEVIN For For
8 R.A. MCGINN For For
9 S.J. PALMISANO For For
10 S.S REINEMUND For For
11 D.L. VASELLA For For
12 R.D. WALTER For For
13 R.A. WILLIAMS For For
2. RATIFICATION OF APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
3. ADVISORY RESOLUTION TO APPROVE Management Abstain Against
EXECUTIVE COMPENSATION.
4. SHAREHOLDER PROPOSAL RELATING TO Shareholder Against For
SEPARATION OF CHAIRMAN AND CEO
ROLES.
THE BOEING COMPANY
SECURITY 097023105 MEETING TYPE Annual
TICKER SYMBOL BA MEETING DATE 29-Apr-2013
ISIN US0970231058 AGENDA 933747315 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: DAVID L. Management For For
CALHOUN
1B. ELECTION OF DIRECTOR: ARTHUR D. Management For For
COLLINS, JR.
1C. ELECTION OF DIRECTOR: LINDA Z. COOK Management For For
1D. ELECTION OF DIRECTOR: KENNETH M. Management For For
DUBERSTEIN
1E. ELECTION OF DIRECTOR: EDMUND P. Management For For
GIAMBASTIANI, JR.
1F. ELECTION OF DIRECTOR: LAWRENCE W. Management For For
KELLNER
1G. ELECTION OF DIRECTOR: EDWARD M. LIDDY Management For For
1H. ELECTION OF DIRECTOR: W. JAMES Management For For
MCNERNEY, JR.
1I. ELECTION OF DIRECTOR: SUSAN C. Management For For
SCHWAB
1J. ELECTION OF DIRECTOR: RONALD A. Management For For
WILLIAMS
1K. ELECTION OF DIRECTOR: MIKE S. Management For For
ZAFIROVSKI
2. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS INDEPENDENT
AUDITOR FOR 2013.
4. FUTURE EXTRAORDINARY RETIREMENT Shareholder Against For
BENEFITS.
5. ACTION BY WRITTEN CONSENT. Shareholder Against For
6. EXECUTIVES TO RETAIN SIGNIFICANT Shareholder Against For
STOCK.
7. INDEPENDENT BOARD CHAIRMAN. Shareholder Against For
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.
VIVENDI SA, PARIS
SECURITY F97982106 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 30-Apr-2013
ISIN FR0000127771 AGENDA 704300209 - 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 THE FOLLOWING APPLIES TO NON- Non-Voting
RESIDENT SHAREOWNERS ONLY: PROXY
CARDS: VOTING-INSTRUCTIONS WILL BE
FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE-DATE. IN CAPACITY
AS REGISTERED INTERMEDIARY, THE
GLOBAL CUSTODIANS WILL SIGN-THE
PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST
MORE-INFORMATION, PLEASE CONTACT
YOUR CLIENT 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/2013/0304/201303041300558.
pdf .PLEAS-E NOTE THAT THIS IS A REVISION
DUE TO ADDITION OF URL LINK:
https://balo.journ-al-
officiel.gouv.fr/pdf/2013/0329/201303291301038.
pdf. IF YOU HAVE ALREADY SEN-T IN YOUR
VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AME-
ND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
O.1 Approval of the reports and annual corporate Management For For
financial statements for the financial year 2012
O.2 Approval of the reports and consolidated financial Management For For
statements for the financial year 2012
O.3 Approval of the Statutory Auditors' special report Management For For
on the regulated agreements and commitments
O.4 Allocation of income for the financial year 2012, Management For For
setting the dividend and the date of payment
O.5 Approval of the Statutory Auditors' special report Management For For
prepared pursuant to Article L.225-88 of the
Commercial Code regarding the conditional
commitment in favor of Mr. Philippe Capron as
Executive Board member
O.6 Appointment of Mr. Vincent Bollore as Management For For
Supervisory Board member
O.7 Appointment of Mr. Pascal Cagni as Supervisory Management For For
Board member
O.8 Appointment of Mrs. Yseulys Costes as Management For For
Supervisory Board member
O.9 Appointment of Mr. Alexandre de Juniac as Management For For
Supervisory Board member
O.10 Appointment of Mrs. Nathalie Bricault Management For For
representing employee shareholders, as
Supervisory Board member
O.11 Authorization granted to the Executive Board to Management For For
allow the Company to purchase its own shares
E.12 Authorization to be granted to the Executive Management For For
Board to reduce share capital by cancellation of
shares
E.13 Delegation granted to the Executive Board to Management For For
increase capital by issuing ordinary shares or any
securities giving access to capital with
shareholders' preferential subscription rights
E.14 Delegation granted to the Executive Board to Management For For
increase capital without shareholders' preferential
subscription rights and within the limit of 10% of
capital and within the overall ceiling provided in
the thirteenth resolution, in consideration for in-
kind contributions of equity securities or
securities giving access to capital of third party
companies outside of a public exchange offer
E.15 Delegation granted to the Executive Board to Management For For
increase capital by incorporation of reserves,
profits, premiums or other amounts
E.16 Delegation granted to the Executive Board to Management For For
decide to increase share capital in favor of
employees and retired employees who are
members of the Company Savings Plan without
shareholders' preferential subscription rights
E.17 Delegation granted to the Executive Board to Management For For
decide to increase share capital in favor of
employees of Vivendi foreign subsidiaries who
are members of the Group Savings Plan and to
implement any similar plan without shareholders'
preferential subscription rights
E.18 Powers to carry out all legal formalities Management For For
DAVIDE CAMPARI - MILANO SPA, MILANO
SECURITY T24091117 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 30-Apr-2013
ISIN IT0003849244 AGENDA 704390905 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
CMMT PLEASE NOTE THAT THIS IS AN Non-Voting
AMENDMENT TO MEETING ID 174697 DUE TO
RECEIPT OF S-LATES FOR DIRECTORS AND
AUDITORS NAMES. ALL VOTES RECEIVED
ON THE PREVIOUS MEE-TING WILL BE
DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTIC-E.
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_159145.P-DF
1 Approval of financial statements at 31/12/2012. Management For For
Any adjournment thereof
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE Non-Voting
2 SLATES TO BE ELECTED AS BOARD OF
DIRECTO-RS, THERE IS ONLY 1 SLATE
AVAILABLE TO BE FILLED AT THE MEETING.
THE STANDING-INSTRUCTIONS FOR THIS
MEETING WILL BE DISABLED AND, IF YOU
CHOOSE, YOU ARE REQ-UIRED TO VOTE
FOR ONLY 1 SLATE OF THE 2 SLATES.
THANK YOU.
2.1 PLEASE NOTE THAT THIS IS A Shareholder For Against
SHAREHOLDERS' PROPOSAL: Appointment of
the board of directors: List presented by Alicros
S.p.A. representing 51% of company stock
capital: 1. Eugenio Barcellona 2. Camilla Cionini
Visani (Independent) 3. Luca Garavoglia 4.
Thomas Ingelfinger (Independent) 5. Robert
Kunze-Concewitz 6. Paolo Marchesini 7. Marco
Pasquale Perelli-Cippo 8. Stefano Saccardi 9.
Francesca Tarabbo
2.2 PLEASE NOTE THAT THIS IS A Shareholder Take No Action
SHAREHOLDERS' PROPOSAL: Appointment of
the board of directors: List presented by Cedar
Rock Capital LDT representing 10% of company
stock capital: 1. Karen Guerra
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE Non-Voting
2 OPTIONS TO INDICATE A PREFERENCE ON
THIS-RESOLUTION, ONLY ONE CAN BE
SELECTED. THE STANDING INSTRUCTIONS
FOR THIS MEET-ING WILL BE DISABLED AND,
IF YOU CHOOSE, YOU ARE REQUIRED TO
VOTE FOR ONLY 1 O-F THE 2 OPTIONS
BELOW, YOUR OTHER VOTES MUST BE
EITHER AGAINST OR ABSTAIN. THA-NK YOU.
3.1 PLEASE NOTE THAT THIS IS A Shareholder For Against
SHAREHOLDERS' PROPOSAL: Appointment of
the board of auditors: List presented by Alicros
S.p.A. representing 51% of company stock
capital: Effective Auditors: 1. Enrico Colombo 2.
Chiara Lazzarini 3. Alessandro Masala Alternate
Auditors: 1. Piera Tula 2. Giovanni Bandera 3.
Alessandro Porcu
3.2 PLEASE NOTE THAT THIS IS A Shareholder Abstain Against
SHAREHOLDERS' PROPOSAL: Appointment of
the board of auditors: List presented by Cedar
Rock Capital LDT representing 10% of company
stock capital: Effective Auditors: 1. Pellegrino
Libroia Alternate Auditors: 1. Graziano Gallo
4 Approval of remuneration report Management For For
5 Approval of the stock option plan Management For For
6 Authorization to shares buyback and sell Management For For
INTERNATIONAL FLAVORS & FRAGRANCES INC.
SECURITY 459506101 MEETING TYPE Annual
TICKER SYMBOL IFF MEETING DATE 30-Apr-2013
ISIN US4595061015 AGENDA 933751655 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: MARCELLO V. 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: CHRISTINA GOLD Management For For
1G. ELECTION OF DIRECTOR: ALEXANDRA A. Management For For
HERZAN
1H. ELECTION OF DIRECTOR: HENRY W. Management For For
HOWELL, JR.
1I. ELECTION OF DIRECTOR: KATHERINE M. Management For For
HUDSON
1J. ELECTION OF DIRECTOR: ARTHUR C. Management For For
MARTINEZ
1K. ELECTION OF DIRECTOR: DALE F. Management For For
MORRISON
1L. 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 2013.
3. ADVISORY VOTE TO APPROVE THE Management Abstain Against
COMPENSATION PAID TO THE COMPANY'S
NAMED EXECUTIVE OFFICERS IN 2012.
MEAD JOHNSON NUTRITION COMPANY
SECURITY 582839106 MEETING TYPE Annual
TICKER SYMBOL MJN MEETING DATE 30-Apr-2013
ISIN US5828391061 AGENDA 933755362 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: STEVEN M. Management For For
ALTSCHULER, M.D.
1B. ELECTION OF DIRECTOR: HOWARD B. Management For For
BERNICK
1C. ELECTION OF DIRECTOR: KIMBERLY A. Management For For
CASIANO
1D. ELECTION OF DIRECTOR: ANNA C. Management For For
CATALANO
1E. ELECTION OF DIRECTOR: CELESTE A. Management For For
CLARK, PH.D.
1F. ELECTION OF DIRECTOR: JAMES M. Management For For
CORNELIUS
1G. ELECTION OF DIRECTOR: STEPHEN W. Management For For
GOLSBY
1H. ELECTION OF DIRECTOR: PETER KASPER Management For For
JAKOBSEN
1I. ELECTION OF DIRECTOR: PETER G. Management For For
RATCLIFFE
1J. ELECTION OF DIRECTOR: ELLIOTT SIGAL, Management For For
M.D., PH.D.
1K. 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 2013
LADBROKES PLC, HARROW
SECURITY G5337D107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 01-May-2013
ISIN GB00B0ZSH635 AGENDA 704322762 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1 That the reports of the directors and auditor and Management For For
the accounts of the company for the year ended
31 December 2012 be and are hereby received
and adopted
2 That a final dividend of 4.60p on each of the Management For For
ordinary shares entitled thereto in respect of the
year ended 31 December 2012 be and is hereby
declared
3 That C M Hodgson be and is hereby appointed a Management For For
director of the company
4 That R Moross be and is hereby appointed a Management For For
director of the company
5 That P Erskine be and is hereby re-appointed a Management For For
director of the company
6 That R I Glynn be and is hereby re-appointed a Management For For
director of the company
7 That I A Bull be and is hereby re-appointed a Management For For
director of the company
8 That S Bailey be and is hereby re-appointed a Management For For
director of the company
9 That J F Jarvis be and is hereby re-appointed a Management For For
director of the company
10 That J M Kelly be and is hereby re-appointed a Management For For
director of the company
11 That D M Shapland be and is hereby re- Management For For
appointed a director of the company
12 That Ernst & Young LLP be and is hereby re- Management For For
appointed as auditor to the company
13 That the directors be and are hereby authorised Management For For
to agree the remuneration of the auditor
14 That the 2012 directors' remuneration report be Management For For
and is hereby approved
15 That for the purposes of section 366 of the Management For For
Companies Act 2006 (authorisations required for
donations or expenditure) the company and all
companies that are subsidiaries of the company
at any time during the period for which this
resolution has effect be and are hereby
authorised to: (i) make political donations to
political parties or independent election
candidates not exceeding GBP 50,000 in total; (ii)
make political donations to political organisations
other than political parties not exceeding GBP
50,000 in total; and (iii) incur political expenditure
not exceeding GBP 50,000 in total, provided that
the aggregate amount of any such donations and
expenditure shall not exceed GBP 50,000 during
the period beginning with the date of the passing
of this resolution and ending on the date of the
annual general meeting of CONTD
CONT CONTD the company to be held in 2014 or, if Non-Voting
earlier, on 30 June 2014. For the-purpose of this
resolution the terms 'political donations',
'independent-election candidates', 'political
organisations' and 'political expenditure'-have the
meanings set out in sections 363 to 365 of the
Companies Act 2006
16 That the company be and is hereby generally and Management For For
unconditionally authorised to make market
purchases (within the meaning of section 693(4)
of the Companies Act 2006) of ordinary shares of
281/3p each of the company provided that: (a)
the maximum number of ordinary shares hereby
authorised to be purchased shall be 91,759,548;
(b) the minimum price (excluding expenses)
which may be paid for an ordinary share shall be
281/3p; (c) the maximum price (excluding
expenses) which may be paid for an ordinary
share shall be the higher of: (i) an amount equal
to 105% of the average market value of an
ordinary share for the 5 business days
immediately preceding the day the ordinary share
is purchased; and (ii) the higher of the price of
the last independent trade and the highest
current independent bid on the trading venue
where the CONTD
CONT CONTD purchase is carried out at the relevant Non-Voting
time; (d) the authority hereby-conferred shall
expire at the conclusion of the annual general
meeting of the-company to be held in 2014 or, if
earlier, on 30 June 2014, unless such-authority is
renewed prior to such time; and (e) the company
may enter into-contracts to purchase ordinary
shares under the authority hereby conferred-prior
to the expiry of such authority, which contracts
will or may be-executed wholly or partly after the
expiry of such authority, and may make-
purchases of ordinary shares pursuant to any
such contracts
17 That , in substitution for all previous authorities to Management For For
allot shares in the company and to grant rights to
subscribe for, or to convert any security into,
shares in the company conferred upon the
directors (save to the extent relied upon prior to
the passing of this resolution), the directors be
and they are hereby generally and
unconditionally authorised: (a) for the purposes of
section 551 of the Companies Act 2006 ('the Act')
to allot shares in the company and to grant rights
to subscribe for, or to convert any security into,
shares in the company up to a maximum nominal
amount of GBP 86,661,796; and (b) to exercise
all the powers of the company to allot equity
securities (within the meaning in section 560 of
the Act) and to sell equity securities which
immediately before the sale are held by the
company as treasury CONTD
CONT CONTD shares in connection with a rights issue Non-Voting
(being for the purposes of this resolution a rights
issue in favour of (i) holders of ordinary shares-
(not being treasury shares) where the equity
securities respectively attributable to the interests
of all holders of ordinary shares (not being-
treasury shares) are proportionate (or as nearly
as may be) to the respective-numbers of ordinary
shares (not being treasury shares) held by them
and (ii)-holders of securities, bonds, debentures
or warrants which, in accordance-with the rights
attaching thereto, are entitled to participate in
such a rights issue, but in either case subject to
such exclusions or other-arrangements as the
directors may deem fit to deal with fractional-
entitlements or problems which may arise in any
overseas territory or under-the requirements of
any CONTD
CONT CONTD regulatory body or any stock exchange Non-Voting
or otherwise howsoever) up to a-maximum
nominal amount of GBP 86,661,796, provided
that this authorisation-shall expire at the
conclusion of the annual general meeting of the
company to be held in 2014, or, if earlier, on 30
June 2014, save that the company-may before
this authorisation expires make an offer or
agreement which would or might require shares
to be allotted or sold, or rights to subscribe for,-or
to convert any security into, shares in the
company to be granted, after-this authorisation
expires
18 That, conditional upon resolution 17 being Management For For
passed, the directors be and they are hereby
empowered to allot equity securities (within the
meaning in section 560 of the Companies Act
2006 ('the Act')) for cash pursuant to the authority
conferred by resolution 17 and to sell equity
securities which immediately before the sale are
held by the company as treasury shares for cash
in each case as if section 561(1) of the Act
(existing shareholders' right of pre-emption) did
not apply to such allotment or sale provided that
this power shall be limited to: (a) in the case of
the authority granted under paragraph (a) of
resolution 17 and/or in the case of any sale of
treasury shares for cash, the allotment of equity
securities or sale of treasury shares for cash
(otherwise than pursuant to paragraph (b) of this
resolution) up to CONTD
CONT CONTD an aggregate nominal amount of GBP Non-Voting
13,449,211; and (b) the allotment of-equity
securities or sale of treasury shares for cash in
connection with an-offer of, or invitation to apply
for, equity securities (but in the case of-the
authority granted under paragraph (b) of
resolution 17, by way of a rights issue only) to: (i)
holders of ordinary shares (not being treasury-
shares) where the equity securities respectively
attributable to the interests of all holders of
ordinary shares (not being treasury shares) are-
proportionate (or as nearly as may be
practicable) to the respective numbers-of
ordinary shares (not being treasury shares) held
by them; and (ii) holders-of securities, bonds,
debentures or warrants which, in accordance with
the-rights attaching thereto, are entitled to
participate in such a rights issue-or CONTD
CONT CONTD other issue, but in either case subject to Non-Voting
such exclusions or other-arrangements as the
directors may deem fit to deal with fractional-
entitlements or problems which may arise in any
overseas territory or under-the requirements of
any regulatory body or any stock exchange or
otherwise-howsoever, and that this power shall
expire at the conclusion of the annual-general
meeting of the company to be held in 2014, or, if
earlier, on 30 June-2014, save that the company
may before this power expires make any offer or-
agreement which would or might require equity
securities of the company to be-allotted after the
power expires
19 That a general meeting of the company other Management For For
than an annual general meeting may be called on
not less than 14 clear days' notice
PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO MODIFICATION IN RESOLUTION 17.
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.
KERRY GROUP PLC
SECURITY G52416107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 01-May-2013
ISIN IE0004906560 AGENDA 704383708 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1 Report and Accounts Management For For
2 Declaration of Dividend Management For For
3 To re-elect Mr Sean Bugler Management For For
4.A To re-elect Mr Denis Buckley Management For For
4.B To re-elect Mr Gerry Behan Management For For
4.C To re-elect Mr Kieran Breen Management For For
4.D To re-elect Mr Denis Carroll Management For For
4.E To re-elect Mr Michael Dowling Management For For
4.F To re-elect Mr Patrick Flahive Management For For
4.G To re-elect Ms Joan Garahy Management For For
4.H To re-elect Mr Flor Healy Management For For
4.I To re-elect Mr James Kenny Management For For
4.J To re-elect Mr Stan McCarthy Management For For
4.K To re-elect Mr Brian Mehigan Management For For
4.L To re-elect Mr Gerard O'Hanlon Management For For
4.M To re-elect Mr Michael Teahan Management For For
4.N To re-elect Mr Philip Toomey Management For For
4.O To re-elect Mr Denis Wallis Management For For
5 Remuneration of Auditors Management For For
6 Remuneration Report Management For For
7 Section 20 Authority Management For For
8 Disapplication of Section 23 Management Against Against
9 To authorise company to make market purchases Management For For
of its own shares
10 Adoption of Kerry Group plc 2013 Long Term Management For For
Incentive Plan
11 To approve the proposed amendment to the Management For For
Articles of Association
PEPSICO, INC.
SECURITY 713448108 MEETING TYPE Annual
TICKER SYMBOL PEP MEETING DATE 01-May-2013
ISIN US7134481081 AGENDA 933748521 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: S.L. BROWN Management For For
1B. ELECTION OF DIRECTOR: G.W. BUCKLEY Management For For
1C. ELECTION OF DIRECTOR: I.M. COOK Management For For
1D. ELECTION OF DIRECTOR: D. DUBLON Management For For
1E. ELECTION OF DIRECTOR: V.J. DZAU Management For For
1F. ELECTION OF DIRECTOR: R.L. HUNT Management For For
1G. ELECTION OF DIRECTOR: A. IBARGUEN Management For For
1H. ELECTION OF DIRECTOR: I.K. NOOYI Management For For
1I. ELECTION OF DIRECTOR: S.P. Management For For
ROCKEFELLER
1J. ELECTION OF DIRECTOR: J.J. SCHIRO Management For For
1K. ELECTION OF DIRECTOR: L.G. TROTTER Management For For
1L. ELECTION OF DIRECTOR: D. VASELLA Management For For
1M. ELECTION OF DIRECTOR: A. WEISSER Management For For
2. RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR FISCAL YEAR 2013.
3. ADVISORY RESOLUTION TO APPROVE Management Abstain Against
EXECUTIVE COMPENSATION.
ECHOSTAR CORPORATION
SECURITY 278768106 MEETING TYPE Annual
TICKER SYMBOL SATS MEETING DATE 01-May-2013
ISIN US2787681061 AGENDA 933752241 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 R. STANTON DODGE For For
2 MICHAEL T. DUGAN For For
3 CHARLES W. ERGEN For For
4 ANTHONY M. FEDERICO For For
5 PRADMAN P. KAUL For For
6 TOM A. ORTOLF For For
7 C. MICHAEL SCHROEDER For For
2. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR
ENDING DECEMBER 31, 2013.
3. TO TRANSACT SUCH OTHER BUSINESS AS Management Abstain Against
MAY PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENT
OR POSTPONEMENT THEREOF.
CIRCOR INTERNATIONAL, INC.
SECURITY 17273K109 MEETING TYPE Annual
TICKER SYMBOL CIR MEETING DATE 01-May-2013
ISIN US17273K1097 AGENDA 933753724 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1 DIRECTOR Management
1 JEROME D. BRADY For For
2 PETER M. WILVER For For
2 TO RATIFY THE AUDIT COMMITTEE OF THE Management For For
BOARD OF DIRECTORS' SELECTION OF
GRANT THORNTON LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2013.
3 TO CONSIDER AN ADVISORY RESOLUTION Management Abstain Against
APPROVING THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS.
MATERION CORPORATION
SECURITY 576690101 MEETING TYPE Annual
TICKER SYMBOL MTRN MEETING DATE 01-May-2013
ISIN US5766901012 AGENDA 933763612 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 VINOD M. KHILNANI For For
2 DARLENE J.S. SOLOMON For For
3 ROBERT B. TOTH For For
2. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF
THE COMPANY
3. TO APPROVE THE MATERION Management For For
CORPORATION MANAGEMENT INCENTIVE
PLAN
4. TO APPROVE, BY NON-BINDING VOTE, Management Abstain Against
NAMED EXECUTIVE OFFICER
COMPENSATION
ROLLS-ROYCE HOLDINGS PLC, LONDON
SECURITY G76225104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 02-May-2013
ISIN GB00B63H8491 AGENDA 704332701 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1 That the directors' report and the audited financial Management For For
statements for the year ended 31 December
2012 be received
2 That the directors' remuneration report for the Management For For
year ended 31 December 2012 be approved
3 That Ian Davis be elected as a director of the Management For For
Company
4 That Jasmin Staiblin be elected as a director of Management For For
the Company
5 That John Rishton be re-elected as a director of Management For For
the Company
6 That Dame Helen Alexander be re-elected as a Management For For
director of the Company
7 That Lewis Booth CBE be re-elected as a director Management For For
of the Company
8 That Sir Frank Chapman be re-elected as a Management For For
director of the Company
9 That Iain Conn be re-elected as a director of the Management For For
Company
10 That James Guyette be re-elected as a director Management For For
of the Company
11 That John McAdam be re-elected as a director of Management For For
the Company
12 That Mark Morris be re-elected as a director of Management For For
the Company
13 That John Neill CBE be re-elected as a director Management For For
of the Company
14 That Colin Smith CBE be re-elected as a director Management For For
of the Company
15 That KPMG Audit Plc be reappointed as the Management For For
Company's auditor to hold office until the
conclusion of the next general meeting at which
financial statements are laid before the Company
16 That the directors be authorised to agree the Management For For
auditor's remuneration
17 That, the directors be and are hereby authorised: Management For For
a)on one or more occasions, to capitalise such
sums as they may determine from time to time
but not exceeding the aggregate nominal sum of
GBP 500 million standing to the credit of the
Company's merger reserve, capital redemption
reserve and/or such other reserves as the
Company may legally use in paying up in full at
par, up to 500 billion non-cumulative redeemable
preference shares in the capital of the Company
with a nominal value of 0.1 pence each (C
Shares) from time to time having the rights and
being subject to the restrictions contained in the
Articles of Association (the Articles) of the
Company from time to time or any other terms
and conditions approved by the directors from
time to time; b) pursuant to Section 551 of the
Companies Act 2006 (the Act), to CONTD
CONT CONTD exercise all powers of the Company to Non-Voting
allot and issue C Shares credited-as fully paid up
to an aggregate nominal amount of GBP 500
million to the-holders of ordinary shares of 20
pence each in the capital of the Company on-the
register of members of the Company on any
dates determined by the-directors from time to
time and on the basis of the number of C Shares
for-every ordinary share held as may be
determined by the directors from time to-time;
and provided that the authority conferred by this
resolution shall-expire at the end of the 2014
AGM of the Company or 15 months after the
date-on which this resolution is passed
(whichever is the earlier) and so that-such
authority shall be additional to, and without
prejudice to, the-unexercised portion of any other
authorities and powers granted to the-directors,
and CONTD
CONT CONTD any resolution passed prior to the date of Non-Voting
passing of this resolution;-and c) to do all acts
and things they may consider necessary or
desirable to-give effect to this resolution and to
satisfy any entitlement to C Shares-howsoever
arising
18 That the Company and any company which is or Management For For
becomes a subsidiary of the Company during the
period to which this resolution is effective be and
is hereby authorised to: a)make donations to
political parties and/or independent election
candidates; b) make donations to political
organisations other than political parties; and c)
incur political expenditure during the period
commencing on the date of this resolution and
ending on the date of the 2014 AGM or 15
months after the date on which this resolution is
passed (whichever is the earlier), provided that in
each case any such donations and expenditure
made by the Company or by any such subsidiary
shall not exceed GBP 25,000 per company and
the aggregate of those made by the Company
and any such subsidiary shall not exceed GBP
50,000. For the purposes of this resolution,
CONTD
CONT CONTD the terms 'political donation', 'political Non-Voting
parties', 'independent-election candidates',
'political organisation' and 'political expenditure'-
have the meanings given by Part 14 of the Act
19 That: a) the first Section 551 amount as defined Management For For
in article 12 of the Articles shall be GBP
124,821,118; and b)the second Section 551
amount as defined in article 12 of the Articles
shall be GBP 249,642,235; and c) the prescribed
period as defined in article 12 of the Articles for
which the authorities conferred by this resolution
are given shall be a period expiring (unless
previously renewed, varied or revoked by the
Company in general meeting) at the end of the
2014 AGM of the Company or 15 months after
the date on which this resolution is passed
(whichever is the earlier)
20 That, subject to the passing of Resolution 19, the Management For For
Section 561 amount as defined in article 12 of the
Articles shall be GBP 18,723,167 and the
prescribed period for which the authority
conferred by this resolution is given shall be a
period expiring (unless previously renewed,
varied or revoked by the Company in general
meeting) at the end of the 2014 AGM of the
Company or 15 months after the date on which
this resolution is passed (whichever is the earlier)
21 That the Company be and is hereby generally Management For For
and unconditionally authorised to make market
purchases (within the meaning of Section 693(4)
of the Act) of its ordinary shares, subject to the
following conditions: a)the maximum aggregate
number of ordinary shares authorised to be
purchased is 187,231,677; b)the minimum price
(exclusive of expenses) which may be paid for an
ordinary share is 20 pence (being the nominal
value of an ordinary share); c) the maximum
price (exclusive of expenses) which may be paid
for each ordinary share is the higher of: i) an
amount equal to 105 per cent of the average of
the middle market quotations for the ordinary
shares as derived from the London Stock
Exchange Daily Official List for the five business
days immediately preceding the day on which an
ordinary share is contracted to be CONTD
CONT CONTD purchased; and ii) an amount equal to Non-Voting
the higher of the price of the-last independent
trade of an ordinary share and the highest
current-independent bid for an ordinary share as
derived from the London Stock-Exchange
Trading System; d)this authority shall expire at
the end of the 2014-AGM of the Company or 15
months from the date of this resolution
(whichever-is the earlier); and e) a contract to
purchase shares under this authority-may be
made prior to the expiry of this authority, and
concluded, in whole or-in part, after the expiry of
this authority
22 That with immediate effect, the amended Articles Management For For
of Association of the Company produced to the
meeting and initialed by the Chairman for the
purpose of identification (the New Articles) be
approved and adopted as the Articles of
Association of the Company, in substitution for
the existing Articles of Association (the Existing
Articles)
PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO MODIFICATION OF TEXT IN
RESOLUTION-NO 9. 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.
AMPCO-PITTSBURGH CORPORATION
SECURITY 032037103 MEETING TYPE Annual
TICKER SYMBOL AP MEETING DATE 02-May-2013
ISIN US0320371034 AGENDA 933748610 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 LEONARD M. CARROLL For For
2 LAURENCE E. PAUL For For
3 ERNEST G. SIDDONS For For
2. TO APPROVE, IN A NON-BINDING VOTE, THE Management Abstain Against
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS.
3. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2013.
DIRECTV
SECURITY 25490A309 MEETING TYPE Annual
TICKER SYMBOL DTV MEETING DATE 02-May-2013
ISIN US25490A3095 AGENDA 933751910 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: NEIL AUSTRIAN Management For For
1B. ELECTION OF DIRECTOR: RALPH BOYD, JR. Management For For
1C. ELECTION OF DIRECTOR: ABELARDO BRU Management For For
1D. ELECTION OF DIRECTOR: DAVID DILLON Management For For
1E. ELECTION OF DIRECTOR: SAMUEL DIPIAZZA, JR. Management For For
1F. ELECTION OF DIRECTOR: DIXON DOLL Management For For
1G. ELECTION OF DIRECTOR: CHARLES LEE Management For For
1H. ELECTION OF DIRECTOR: PETER LUND Management For For
1I. ELECTION OF DIRECTOR: NANCY NEWCOMB Management For For
1J. ELECTION OF DIRECTOR: LORRIE Management For For
NORRINGTON
1K. ELECTION OF DIRECTOR: MICHAEL WHITE Management For For
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, 2013.
3. AN ADVISORY VOTE TO APPROVE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVES.
4. SHAREHOLDER PROPOSAL TO PROHIBIT Shareholder Against For
ACCELERATED VESTING OF EQUITY
AWARDS UPON A CHANGE IN CONTROL.
5. SHAREHOLDER PROPOSAL TO REQUIRE Shareholder Against For
THAT AN INDEPENDENT BOARD MEMBER BE
THE CHAIRMAN OF THE COMPANY.
6. SHAREHOLDER PROPOSAL TO GRANT A Shareholder Against For
RIGHT TO SHAREHOLDERS TO ACT BY
WRITTEN CONSENT.
DISH NETWORK CORPORATION
SECURITY 25470M109 MEETING TYPE Annual
TICKER SYMBOL DISH MEETING DATE 02-May-2013
ISIN US25470M1099 AGENDA 933751960 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 JOSEPH P. CLAYTON For For
2 JAMES DEFRANCO For For
3 CANTEY M. ERGEN For For
4 CHARLES W. ERGEN For For
5 STEVEN R. GOODBARN For For
6 GARY S. HOWARD For For
7 DAVID K. MOSKOWITZ For For
8 TOM A. ORTOLF For For
9 CARL E. VOGEL For For
2. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2013.
3. TO AMEND AND RESTATE OUR EMPLOYEE Management For For
STOCK PURCHASE PLAN.
AVON PRODUCTS, INC.
SECURITY 054303102 MEETING TYPE Annual
TICKER SYMBOL AVP MEETING DATE 02-May-2013
ISIN US0543031027 AGENDA 933779146 - 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 MARIA ELENA LAGOMASINO For For
6 SHERI S. MCCOY For For
7 ANN S. MOORE For For
8 CHARLES H. NOSKI For For
9 GARY M. RODKIN For For
10 PAULA STERN For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
3. APPROVAL OF 2013 STOCK INCENTIVE Management Against Against
PLAN.
4. APPROVAL OF 2013 - 2017 EXECUTIVE Management For For
INCENTIVE PLAN.
5. RATIFICATION OF THE APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
6. RESOLUTION REQUESTING A REPORT ON Shareholder Against For
SUBSTITUTING SAFER ALTERNATIVES IN
PERSONAL CARE PRODUCTS.
THE BRINK'S COMPANY
SECURITY 109696104 MEETING TYPE Annual
TICKER SYMBOL BCO MEETING DATE 03-May-2013
ISIN US1096961040 AGENDA 933752140 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 PAUL G. BOYNTON For For
2 MURRAY D. MARTIN For For
3 RONALD L. TURNER For For
2. APPROVE AN ADVISORY RESOLUTION ON Management Abstain Against
NAMED EXECUTIVE OFFICER
COMPENSATION.
3. APPROVE THE 2013 EQUITY INCENTIVE Management Against Against
PLAN.
4. APPROVE KPMG LLP AS THE COMPANY'S Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
CINCINNATI BELL INC.
SECURITY 171871106 MEETING TYPE Annual
TICKER SYMBOL CBB MEETING DATE 03-May-2013
ISIN US1718711062 AGENDA 933752479 - 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: LYNN A. Management For For
WENTWORTH
1H. ELECTION OF DIRECTOR: JOHN M. ZRNO Management For For
1I. ELECTION OF DIRECTOR: THEODORE H. Management For For
TORBECK
2. TO APPROVE, BY NON-BINDING VOTE, Management For For
EXECUTIVE COMPENSATION.
3. RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL 2013.
OCCIDENTAL PETROLEUM CORPORATION
SECURITY 674599105 MEETING TYPE Annual
TICKER SYMBOL OXY MEETING DATE 03-May-2013
ISIN US6745991058 AGENDA 933771063 - 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
2. ADVISORY VOTE APPROVING EXECUTIVE Management Abstain Against
COMPENSATION
3. RATIFICATION OF SELECTION OF KPMG LLP Management For For
AS INDEPENDENT AUDITORS
4. STOCKHOLDER RIGHT TO ACT BY WRITTEN Shareholder Against For
CONSENT
ITT CORPORATION
SECURITY 450911201 MEETING TYPE Annual
TICKER SYMBOL ITT MEETING DATE 07-May-2013
ISIN US4509112011 AGENDA 933758293 - 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: RICHARD P. LAVIN Management For For
1H. ELECTION OF DIRECTOR: DONALD J. Management For For
STEBBINS
2. RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS ITT'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
3. APPROVAL OF THE MATERIAL TERMS OF Management For For
THE ITT CORPORATION ANNUAL INCENTIVE
PLAN FOR EXECUTIVE OFFICERS.
4. TO APPROVE, IN A NON-BINDING VOTE, THE Management Abstain Against
2012 COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
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.
PROGRESSIVE WASTE SOLUTIONS LTD.
SECURITY 74339G101 MEETING TYPE Annual
TICKER SYMBOL BIN MEETING DATE 07-May-2013
ISIN CA74339G1019 AGENDA 933769753 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
01 APPOINTMENT OF DELOITTE LLP, Management For For
INDEPENDENT REGISTERED CHARTERED
ACCOUNTANTS, AS AUDITORS OF THE
CORPORATION AND AUTHORIZING THE
DIRECTORS TO FIX THE REMUNERATION OF
THE AUDITORS.
02 DIRECTOR Management
1 JOHN T. DILLON For For
2 JAMES J. FORESE For For
3 JEFFREY L. KEEFER For For
4 DOUGLAS W. KNIGHT For For
5 DANIEL R. MILLIARD For For
6 JOSEPH D. QUARIN For For
03 APPROVAL OF THE ADVISORY RESOLUTION Management For For
ON THE CORPORATION'S APPROACH TO
EXECUTIVE COMPENSATION AS SET OUT IN
THE NOTICE OF MEETING AND
MANAGEMENT INFORMATION CIRCULAR.
NIELSEN HOLDINGS N.V.
SECURITY N63218106 MEETING TYPE Annual
TICKER SYMBOL NLSN MEETING DATE 07-May-2013
ISIN NL0009538479 AGENDA 933792904 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. TO (A) ADOPT OUR DUTCH STATUTORY Management For For
ANNUAL ACCOUNTS FOR THE YEAR ENDED
DECEMBER 31, 2012 AND (B) AUTHORIZE
THE PREPARATION OF OUR DUTCH
STATUTORY ANNUAL ACCOUNTS AND THE
ANNUAL REPORT OF THE BOARD OF
DIRECTORS REQUIRED BY DUTCH LAW,
BOTH FOR THE YEAR ENDING DECEMBER
31, 2013, IN THE ENGLISH LANGUAGE.
2. TO DISCHARGE THE MEMBERS OF THE Management For For
BOARD OF DIRECTORS FROM LIABILITY
PURSUANT TO DUTCH LAW IN RESPECT OF
THE EXERCISE OF THEIR DUTIES DURING
THE YEAR ENDED DECEMBER 31, 2012.
3A. ELECTION OF EXECUTIVE DIRECTOR: DAVID Management For For
L. CALHOUN
3B. ELECTION OF NON-EXECUTIVE DIRECTOR: Management For For
JAMES A. ATTWOOD, JR.
3C. ELECTION OF NON-EXECUTIVE DIRECTOR: Management For For
RICHARD J. BRESSLER
3D. ELECTION OF NON-EXECUTIVE DIRECTOR: Management For For
PATRICK HEALY
3E. ELECTION OF NON-EXECUTIVE DIRECTOR: Management For For
KAREN M. HOGUET
3F. ELECTION OF NON-EXECUTIVE DIRECTOR: Management For For
JAMES M. KILTS
3G. ELECTION OF NON-EXECUTIVE DIRECTOR: Management For For
ALEXANDER NAVAB
3H. ELECTION OF NON-EXECUTIVE DIRECTOR: Management For For
ROBERT POZEN
3I. ELECTION OF NON-EXECUTIVE DIRECTOR: Management For For
VIVEK RANADIVE
3J. ELECTION OF NON-EXECUTIVE DIRECTOR: Management For For
ROBERT REID
3K. ELECTION OF NON-EXECUTIVE DIRECTOR: Management For For
JAVIER G. TERUEL
4. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2013.
5. TO APPOINT ERNST & YOUNG Management For For
ACCOUNTANTS LLP AS OUR AUDITOR WHO
WILL AUDIT OUR DUTCH STATUTORY
ANNUAL ACCOUNTS FOR THE YEAR ENDING
DECEMBER 31, 2013.
6. TO APPROVE THE AMENDED AND Management For For
RESTATED NIELSEN HOLDINGS 2010 STOCK
INCENTIVE PLAN.
7. TO APPROVE THE EXTENSION OF THE Management For For
AUTHORITY OF THE BOARD OF DIRECTORS
TO REPURCHASE UP TO 10% OF OUR
ISSUED SHARE CAPITAL UNTIL NOVEMBER
7, 2014 ON THE OPEN MARKET, THROUGH
PRIVATELY NEGOTIATED TRANSACTIONS
OR IN ONE OR MORE SELF TENDER OFFERS
FOR A PRICE PER SHARE NOT LESS THAN
THE NOMINAL VALUE OF A SHARE AND NOT
HIGHER THAN 110% OF THE MOST
RECENTLY AVAILABLE PRICE OF A SHARE
ON ANY SECURITIES EXCHANGE WHERE
OUR SHARES ARE TRADED.
8. TO APPROVE, IN A NON-BINDING, ADVISORY Management Abstain Against
VOTE, THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS AS DISCLOSED IN
THE PROXY STATEMENT PURSUANT TO THE
RULES OF THE SECURITIES AND EXCHANGE
COMMISSION.
PHILLIPS 66
SECURITY 718546104 MEETING TYPE Annual
TICKER SYMBOL PSX MEETING DATE 08-May-2013
ISIN US7185461040 AGENDA 933753560 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: GREG C. Management For For
GARLAND
1B. ELECTION OF DIRECTOR: JOHN E. LOWE Management For For
2. PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR PHILLIPS 66 FOR 2013.
3. PROPOSAL TO APPROVE ADOPTION OF THE Management For For
2013 OMNIBUS STOCK AND PERFORMANCE
INCENTIVE PLAN OF PHILLIPS 66.
4. SAY ON PAY - AN ADVISORY VOTE ON THE Management Abstain Against
APPROVAL OF EXECUTIVE COMPENSATION.
5. SAY WHEN ON PAY - AN ADVISORY VOTE ON Management Abstain Against
THE FREQUENCY OF STOCKHOLDER VOTES
ON EXECUTIVE COMPENSATION.
EXELIS, INC
SECURITY 30162A108 MEETING TYPE Annual
TICKER SYMBOL XLS MEETING DATE 08-May-2013
ISIN US30162A1088 AGENDA 933758166 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: JOHN J. HAMRE Management For For
1B. ELECTION OF DIRECTOR: PATRICK J. Management For For
MOORE
1C. ELECTION OF DIRECTOR: R. DAVID YOST Management For For
2. RATIFICATION OF THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2013.
3. APPROVAL OF THE MATERIAL TERMS OF Management For For
THE EXELIS INC. ANNUAL INCENTIVE PLAN
FOR EXECUTIVE OFFICERS.
4. APPROVAL, IN A NON-BINDING VOTE, OF Management Abstain Against
THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS, AS DESCRIBED IN
THE 2013 PROXY STATEMENT.
HSN, INC
SECURITY 404303109 MEETING TYPE Annual
TICKER SYMBOL HSNI MEETING DATE 08-May-2013
ISIN US4043031099 AGENDA 933758988 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1 DIRECTOR Management
1 WILLIAM COSTELLO For For
2 JAMES M. FOLLO For For
3 MINDY GROSSMAN For For
4 STEPHANIE KUGELMAN For For
5 ARTHUR C. MARTINEZ For For
6 THOMAS J. MCINERNEY For For
7 JOHN B. (JAY) MORSE For For
8 ANN SARNOFF For For
9 COURTNEE ULRICH For For
2 TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
REGISTERED CERTIFIED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2013.
CONSOL ENERGY INC.
SECURITY 20854P109 MEETING TYPE Annual
TICKER SYMBOL CNX MEETING DATE 08-May-2013
ISIN US20854P1093 AGENDA 933769335 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 J. BRETT HARVEY For For
2 PHILIP W. BAXTER For For
3 JAMES E. ALTMEYER, SR. For For
4 WILLIAM E. DAVIS For For
5 RAJ K. GUPTA For For
6 DAVID C. HARDESTY, JR. For For
7 JOHN T. MILLS For For
8 WILLIAM P. POWELL For For
9 JOSEPH T. WILLIAMS For For
2. APPROVAL OF THE AMENDED AND Management For For
RESTATED CONSOL ENERGY INC.
EXECUTIVE ANNUAL INCENTIVE PLAN.
3. RATIFICATION OF ANTICIPATED SELECTION Management For For
OF INDEPENDENT AUDITOR: ERNST &
YOUNG LLP.
4. APPROVAL OF COMPENSATION PAID TO Management For For
CONSOL ENERGY INC.'S NAMED
EXECUTIVES.
5. A SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
POLITICAL CONTRIBUTIONS.
6. A SHAREHOLDER PROPOSAL REGARDING A Shareholder Against For
CLIMATE CHANGE REPORT.
KINROSS GOLD CORPORATION
SECURITY 496902404 MEETING TYPE Annual
TICKER SYMBOL KGC MEETING DATE 08-May-2013
ISIN CA4969024047 AGENDA 933787030 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
01 DIRECTOR Management
1 JOHN A. BROUGH For For
2 JOHN K. CARRINGTON For For
3 JOHN M.H. HUXLEY For For
4 KENNETH C. IRVING For For
5 JOHN A. KEYES For For
6 JOHN A. MACKEN For For
7 C. MCLEOD-SELTZER For For
8 JOHN E. OLIVER For For
9 UNA M. POWER For For
10 TERENCE C.W. REID For For
11 J. PAUL ROLLINSON For For
12 RUTH G. WOODS For For
02 TO APPROVE THE APPOINTMENT OF KPMG Management For For
LLP, CHARTERED ACCOUNTANTS, AS
AUDITORS OF THE COMPANY FOR THE
ENSUING YEAR AND TO AUTHORIZE THE
DIRECTORS TO FIX THEIR REMUNERATION.
03 TO CONSIDER, AND IF DEEMED Management For For
APPROPRIATE, TO PASS, AN ADVISORY
RESOLUTION ON KINROSS' APPROACH TO
EXECUTIVE COMPENSATION.
FORD MOTOR COMPANY
SECURITY 345370860 MEETING TYPE Annual
TICKER SYMBOL F MEETING DATE 09-May-2013
ISIN US3453708600 AGENDA 933751720 - 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, JR. Management For For
1H. ELECTION OF DIRECTOR: WILLIAM W. Management For For
HELMAN IV
1I. ELECTION OF DIRECTOR: JON M. Management For For
HUNTSMAN, JR.
1J. ELECTION OF DIRECTOR: RICHARD A. Management For For
MANOOGIAN
1K. ELECTION OF DIRECTOR: ELLEN R. MARRAM Management For For
1L. ELECTION OF DIRECTOR: ALAN MULALLY Management For For
1M. ELECTION OF DIRECTOR: HOMER A. NEAL Management For For
1N. ELECTION OF DIRECTOR: GERALD L. Management For For
SHAHEEN
1O. 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. APPROVAL OF THE TERMS OF THE Management For For
COMPANY'S ANNUAL INCENTIVE
COMPENSATION PLAN.
5. APPROVAL OF THE TERMS OF THE Management For For
COMPANY'S 2008 LONG-TERM INCENTIVE
PLAN.
6. APPROVAL OF THE TAX BENEFIT Management For For
PRESERVATION PLAN.
7. 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.
8. RELATING TO ALLOWING HOLDERS OF 10% Shareholder Against For
OF OUTSTANDING COMMON STOCK TO
CALL SPECIAL MEETING OF
SHAREHOLDERS.
SOUTHWEST GAS CORPORATION
SECURITY 844895102 MEETING TYPE Annual
TICKER SYMBOL SWX MEETING DATE 09-May-2013
ISIN US8448951025 AGENDA 933755653 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 ROBERT L. BOUGHNER For For
2 JOSE A. CARDENAS For For
3 THOMAS E. CHESTNUT For For
4 STEPHEN C. COMER For For
5 LEROY C. HANNEMAN, JR. For For
6 MICHAEL O. MAFFIE For For
7 ANNE L. MARIUCCI For For
8 MICHAEL J. MELARKEY For For
9 JEFFREY W. SHAW For For
10 A. RANDALL THOMAN For For
11 THOMAS A. THOMAS For For
12 TERRENCE L. WRIGHT For For
2. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPANY'S EXECUTIVE COMPENSATION.
3. TO RATIFY THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR
FISCAL YEAR 2013.
LSI CORPORATION
SECURITY 502161102 MEETING TYPE Annual
TICKER SYMBOL LSI MEETING DATE 09-May-2013
ISIN US5021611026 AGENDA 933756530 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: CHARLES A. Management For For
HAGGERTY
1B. ELECTION OF DIRECTOR: RICHARD S. HILL Management For For
1C. ELECTION OF DIRECTOR: JOHN H.F. MINER Management For For
1D. ELECTION OF DIRECTOR: ARUN NETRAVALI Management For For
1E. ELECTION OF DIRECTOR: CHARLES C. POPE Management For For
1F. ELECTION OF DIRECTOR: GREGORIO REYES Management For For
1G. ELECTION OF DIRECTOR: MICHAEL G. Management For For
STRACHAN
1H. ELECTION OF DIRECTOR: ABHIJIT Y. Management For For
TALWALKAR
1I. ELECTION OF DIRECTOR: SUSAN M. Management For For
WHITNEY
2. TO RATIFY THE AUDIT COMMITTEE'S Management For For
SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS FOR 2013.
3. ADVISORY VOTE TO APPROVE OUR Management Abstain Against
EXECUTIVE COMPENSATION.
4. TO APPROVE OUR AMENDED 2003 EQUITY Management Against Against
INCENTIVE PLAN.
5. TO APPROVE OUR AMENDED EMPLOYEE Management For For
STOCK PURCHASE PLAN.
REPUBLIC SERVICES, INC.
SECURITY 760759100 MEETING TYPE Annual
TICKER SYMBOL RSG MEETING DATE 09-May-2013
ISIN US7607591002 AGENDA 933758926 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: JAMES W. Management For For
CROWNOVER
1B. ELECTION OF DIRECTOR: WILLIAM J. FLYNN Management For For
1C. ELECTION OF DIRECTOR: MICHAEL LARSON Management For For
1D. ELECTION OF DIRECTOR: NOLAN LEHMANN Management For For
1E. ELECTION OF DIRECTOR: W. LEE NUTTER Management For For
1F. ELECTION OF DIRECTOR: RAMON A. Management For For
RODRIGUEZ
1G. ELECTION OF DIRECTOR: DONALD W. Management For For
SLAGER
1H. ELECTION OF DIRECTOR: ALLAN C. Management For For
SORENSEN
1I. ELECTION OF DIRECTOR: JOHN M. TRANI Management For For
1J. ELECTION OF DIRECTOR: MICHAEL W. Management For For
WICKHAM
2. ADVISORY VOTE TO APPROVE THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR 2013.
4. APPROVAL OF THE AMENDED AND Management For For
RESTATED 2007 STOCK INCENTIVE PLAN.
5. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
PAYMENTS UPON THE DEATH OF A SENIOR
EXECUTIVE.
6. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
POLITICAL CONTRIBUTIONS AND
EXPENDITURES.
CVS CAREMARK CORPORATION
SECURITY 126650100 MEETING TYPE Annual
TICKER SYMBOL CVS MEETING DATE 09-May-2013
ISIN US1266501006 AGENDA 933763509 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: C. DAVID BROWN II Management For For
1B. ELECTION OF DIRECTOR: DAVID W. Management For For
DORMAN
1C. ELECTION OF DIRECTOR: ANNE M. Management For For
FINUCANE
1D. ELECTION OF DIRECTOR: KRISTEN GIBNEY Management For For
WILLIAMS
1E. ELECTION OF DIRECTOR: LARRY J. MERLO Management For For
1F. ELECTION OF DIRECTOR: JEAN-PIERRE Management For For
MILLON
1G. ELECTION OF DIRECTOR: RICHARD J. SWIFT Management For For
1H. ELECTION OF DIRECTOR: WILLIAM C. Management For For
WELDON
1I. ELECTION OF DIRECTOR: TONY L. WHITE Management For For
2. PROPOSAL TO RATIFY INDEPENDENT Management For For
PUBLIC ACCOUNTING FIRM FOR 2013.
3. SAY ON PAY - AN ADVISORY VOTE ON THE Management Abstain Against
APPROVAL OF EXECUTIVE COMPENSATION.
4. AMEND THE COMPANY'S 2007 EMPLOYEE Management For For
STOCK PURCHASE PLAN TO ADD SHARES
TO THE PLAN.
5. AMEND THE COMPANY'S CHARTER TO Management For For
REDUCE VOTING THRESHOLDS IN THE FAIR
PRICE PROVISION.
6. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
POLITICAL CONTRIBUTIONS AND
EXPENDITURES.
7. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
POLICY ON ACCELERATED VESTING OF
EQUITY AWARDS UPON A CHANGE IN
CONTROL.
8. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
LOBBYING EXPENDITURES.
RYMAN HOSPITALITY PROPERTIES, INC.
SECURITY 78377T107 MEETING TYPE Annual
TICKER SYMBOL RHP MEETING DATE 09-May-2013
ISIN US78377T1079 AGENDA 933779300 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: MICHAEL J. Management For For
BENDER
1B. ELECTION OF DIRECTOR: E.K. GAYLORD II Management For For
1C. ELECTION OF DIRECTOR: RALPH HORN Management For For
1D. ELECTION OF DIRECTOR: ELLEN LEVINE Management For For
1E. ELECTION OF DIRECTOR: ROBERT S. Management For For
PRATHER, JR.
1F. ELECTION OF DIRECTOR: COLIN V. REED Management For For
1G. ELECTION OF DIRECTOR: MICHAEL D. ROSE Management For For
1H. ELECTION OF DIRECTOR: MICHAEL I. ROTH Management For For
2. TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2013.
3. TO APPROVE, ON AN ADVISORY BASIS, THE Management For For
COMPANY'S EXECUTIVE COMPENSATION.
BBA AVIATION PLC, LONDON
SECURITY G08932165 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 10-May-2013
ISIN GB00B1FP8915 AGENDA 704346471 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1 To receive and adopt the 2012 Report and Management For For
Accounts
2 To re-elect Michael Harper as a director Management For For
3 To re-elect Mark Hoad as a director Management For For
4 To re-elect Susan Kilsby as a director Management For For
5 To re-elect Nick Land as a director Management For For
6 To re-elect Simon Pryce as a director Management For For
7 To re-elect Peter Ratcliffe as a director Management For For
8 To re-elect Hansel Tookes as a director Management For For
9 To re-appoint Deloitte LLP as auditors Management For For
10 To authorise the directors to fix the auditors' Management For For
remuneration
11 To declare a final dividend Management For For
12 To grant the directors authority to allot relevant Management For For
securities
13 To approve the disapplication of pre-emption Management Against Against
rights
14 To authorise the Company to make market Management For For
purchases of ordinary shares
15 To approve the Directors' Remuneration Report Management For For
16 To approve notice period for certain general Management For For
meetings
WASTE MANAGEMENT, INC.
SECURITY 94106L109 MEETING TYPE Annual
TICKER SYMBOL WM MEETING DATE 10-May-2013
ISIN US94106L1098 AGENDA 933750209 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1A. ELECTION OF DIRECTOR: BRADBURY H. Management For For
ANDERSON
1B. ELECTION OF DIRECTOR: FRANK M. CLARK, JR. Management For For
1C. ELECTION OF DIRECTOR: PATRICK W. Management For For
GROSS
1D. ELECTION OF DIRECTOR: VICTORIA M. HOLT Management For For
1E. ELECTION OF DIRECTOR: JOHN C. POPE Management For For
1F. ELECTION OF DIRECTOR: W. ROBERT REUM Management For For
1G. ELECTION OF DIRECTOR: DAVID P. STEINER Management For For
1H. ELECTION OF DIRECTOR: THOMAS H. Management For For
WEIDEMEYER
2. RATIFICATION OF THE APPOINTMENT OF Management For For
ERNST & YOUNG, LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2013.
3. APPROVAL OF OUR EXECUTIVE Management Abstain Against
COMPENSATION.
4. STOCKHOLDER PROPOSAL REGARDING A Shareholder Against For
REQUIREMENT FOR SENIOR EXECUTIVES
TO HOLD A SIGNIFICANT PERCENTAGE OF
EQUITY AWARDS UNTIL RETIREMENT, IF
PROPERLY PRESENTED AT THE MEETING.
5. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
DISCLOSURE OF POLITICAL
CONTRIBUTIONS, IF PROPERLY PRESENTED
AT THE MEETING.
6. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
COMPENSATION BENCHMARKING CAP, IF
PROPERLY PRESENTED AT THE MEETING.
CURTISS-WRIGHT CORPORATION
SECURITY 231561101 MEETING TYPE Annual
TICKER SYMBOL CW MEETING DATE 10-May-2013
ISIN US2315611010 AGENDA 933759257 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1. DIRECTOR Management
1 MARTIN R. BENANTE For For
2 DEAN M. FLATT For For
3 S. MARCE FULLER For For
4 ALLEN A. KOZINSKI For For
5 JOHN R. MYERS For For
6 JOHN B. NATHMAN For For
7 ROBERT J. RIVET For For
8 WILLIAM W. SIHLER For For
9 ALBERT E. SMITH For For
2. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013
3. AN ADVISORY (NON-BINDING) VOTE ON Management For For
EXECUTIVE COMPENSATION
INVESTMENT AB KINNEVIK, STOCKHOLM
SECURITY W4832D110 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 13-May-2013
ISIN SE0000164626 AGENDA 704401099 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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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 Annual General Meeting Non-Voting
2 Election of Chairman of the Annual General Non-Voting
Meeting: 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 check and Non-Voting
verify the minutes
6 Determination of whether the Annual General Non-Voting
Meeting has been duly convened
7 Remarks by the Chairman of the Board Non-Voting
8 Presentation by the Chief Executive Officer Non-Voting
9 Presentation of the Annual Report and the Non-Voting
Auditor's Report and of the Group-Annual Report
and the Group Auditor's Report
10 Resolution on the adoption of the Profit and Loss Management No Action
Statement and the Balance Sheet and of the
Group Profit and Loss Statement and the Group
Balance Sheet
11 Resolution on the proposed treatment of the Management No Action
Company's earnings as stated in the adopted
Balance Sheet: The Board proposes a dividend
of SEK 6.50 per share. The record date is
proposed to be on Thursday 16 May 2013. The
dividend is estimated to be paid out to the
shareholders on Wednesday 22 May 2013
12 Resolution on the discharge of liability of the Management No Action
directors of the Board and the Chief Executive
Officer
13 Determination of the number of directors of the Management No Action
Board: The Nomination Committee proposes that
the Board shall consist of eight directors
14 Determination of the remuneration to the Management No Action
directors of the Board and the auditor
15 Election of the directors of the Board and the Management No Action
Chairman of the Board:The Nomination
Committee proposes that the Annual General
Meeting shall, for the period until the close of the
next Annual General Meeting, re-elect Tom
Boardman, Vigo Carlund, Dame Amelia Fawcett,
Wilhelm Klingspor, Erik Mitteregger, Allen
Sangines-Krause and Cristina Stenbeck as
directors of the Board and to elect Lorenzo
Grabau as new director of the Board. The
Nomination Committee proposes that the Annual
General Meeting shall re-elect Cristina Stenbeck
as Chairman of the Board
16 Election of auditor: The Nomination Committee Management No Action
proposes that the Annual General Meeting shall
elect the registered accounting firm Deloitte AB
as new auditor for the period until the close of the
Annual General Meeting 2017 (i.e. the auditor's
term of office shall be four years). Deloitte AB will
appoint the authorised public accountant Jan
Berntsson as auditor-in-charge
17 Approval of the procedure of the Nomination Management No Action
Committee
18 Resolution regarding guidelines for remuneration Management No Action
to senior executives
19.a Resolution regarding incentive programme Management No Action
comprising the following resolutions: Adoption of
an incentive programme
19.b Resolution regarding incentive programme Management No Action
comprising the following resolution: Authorisation
for the Board to resolve on new issue of C-shares
19.c Resolution regarding incentive programme Management No Action
comprising the following resolution: Authorisation
for the Board to resolve to repurchase own C-
shares
19.d Resolution regarding incentive programme Management No Action
comprising the following resolution: Transfer of B-
shares
20 Resolution to authorise the Board to resolve on Management No Action
repurchase of own shares
21.a PLEASE NOTE THAT THIS RESOLUTION IS A Shareholder No Action
SHAREHOLDER PROPOSAL: Shareholder
Thorwald Arvidsson's proposals for resolution: To
instruct the Board to take appropriate actions in
order to establish a shareholders' association in
the Company
21.b PLEASE NOTE THAT THIS RESOLUTION IS A Shareholder No Action
SHAREHOLDER PROPOSAL: Shareholder
Thorwald Arvidsson's proposals for resolution: To
instruct the Board to prepare a proposal for the
Annual General Meeting 2014 regarding Board
representation for the small and mid-size
shareholders of the Company
21.c PLEASE NOTE THAT THIS RESOLUTION IS A Shareholder No Action
SHAREHOLDER PROPOSAL: Shareholder
Thorwald Arvidsson's proposals for resolution: To
instruct the Board to write to the Swedish
government with a request that an inquiry
examination is established as soon as possible
with the instruction to present a law proposal to
revoke the differences in voting powers between
shares in Swedish limited liability companies
21.d PLEASE NOTE THAT THIS RESOLUTION IS A Shareholder No Action
SHAREHOLDER PROPOSAL: Shareholder
Thorwald Arvidsson's proposals for resolution:
Special examination regarding the Company's
external and internal entertainment
21.e PLEASE NOTE THAT THIS RESOLUTION IS A Shareholder No Action
SHAREHOLDER PROPOSAL: Shareholder
Thorwald Arvidsson's proposals for resolution: To
adopt a vision regarding gender equality on every
level in the Company" and "to instruct the Board
to establish a working group assigned to seek to
implement this vision" as well as to "monitor the
development on the ethnicity area" and "account
for its work at the Annual General Meeting each
year
22.a PLEASE NOTE THAT THIS RESOLUTION IS A Shareholder No Action
SHAREHOLDER PROPOSAL: Shareholder
Daniel Sward's proposals for resolution: Examine
to distribute the unlisted assets directly to the
shareholders
22.b PLEASE NOTE THAT THIS RESOLUTION IS A Shareholder No Action
SHAREHOLDER PROPOSAL: Shareholder
Daniel Sward's proposals for resolution: Examine
the alternative to divide Kinnevik into two
companies: "Kinnevik Telecom" and "Kinnevik
Retail
22.c PLEASE NOTE THAT THIS RESOLUTION IS A Shareholder No Action
SHAREHOLDER PROPOSAL: Shareholder
Daniel Sward's proposals for resolution: Examine
the alternative to divide Kinnevik into two
listed companies: "Kinnevik listed" and "Kinnevik
unlisted
22.d PLEASE NOTE THAT THIS RESOLUTION IS A Shareholder No Action
SHAREHOLDER PROPOSAL: Shareholder
Daniel Sward's proposals for resolution: Examine
the issue to make an extraordinary dividend of
SEK 10 and increase the debt ratio
22.e PLEASE NOTE THAT THIS RESOLUTION IS A Shareholder No Action
SHAREHOLDER PROPOSAL: Shareholder
Daniel Sward's proposals for resolution: Make a
more long-term and more aggressive forecast for
the dividend in Kinnevik
22.f PLEASE NOTE THAT THIS RESOLUTION IS A Shareholder No Action
SHAREHOLDER PROPOSAL: Shareholder
Daniel Sward's proposals for resolution: Examine
the alternative to repurchase large number of
shares without "cancelling them"
22.g PLEASE NOTE THAT THIS RESOLUTION IS A Shareholder No Action
SHAREHOLDER PROPOSAL: Shareholder
Daniel Sward's proposals for resolution: Establish
a team from the major investment companies
in Sweden which shall prepare proposals and
measures in order to eliminate the investment
company discount in each company
22.h PLEASE NOTE THAT THIS RESOLUTION IS A Shareholder No Action
SHAREHOLDER PROPOSAL: Shareholder
Daniel Sward's proposals for resolution: Contact
Warren Buffett for his advice on how Kinnevik
shall meet the future
22.i PLEASE NOTE THAT THIS RESOLUTION IS A Shareholder No Action
SHAREHOLDER PROPOSAL: Shareholder
Daniel Sward's proposals for resolution: Examine
the alternative to make Kinnevik's Annual
General Meeting the largest annual general
meeting in Sweden
22.j PLEASE NOTE THAT THIS RESOLUTION IS A Shareholder No Action
SHAREHOLDER PROPOSAL: Shareholder
Daniel Sward's proposals for resolution: Evaluate
which shareholder benefits that can be offered
from subsidiaries and partly owned companies
22.k PLEASE NOTE THAT THIS RESOLUTION IS A Shareholder No Action
SHAREHOLDER PROPOSAL: Shareholder
Daniel Sward's proposals for resolution: Make a
five item agenda with concrete measures to
eliminate Kinnesvik's investment company
discount
22.l PLEASE NOTE THAT THIS RESOLUTION IS A Shareholder No Action
SHAREHOLDER PROPOSAL: Shareholder
Daniel Sward's proposals for resolution: Establish
and write it down on paper that the investment
company discount, the billions in shareholder
value that are lost, is unacceptable, and
establish the goal that the investment company
discount shall be turned into a premium
23 Closing of the Annual General Meeting Non-Voting
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO MODIFICATION IN THE TEXT OF
RESOLUT-IONS 22.b TO 22.l. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT RETUR-N THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK-YOU.
BLYTH, INC.
SECURITY 09643P207 MEETING TYPE Annual
TICKER SYMBOL BTH MEETING DATE 14-May-2013
ISIN US09643P2074 AGENDA 933758281 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 PAMELA M. GOERGEN For For
2 ROBERT B. GOERGEN For For
3 NEAL I. GOLDMAN For For
4 BRETT M. JOHNSON For For
5 ILAN KAUFTHAL For For
6 JAMES M. MCTAGGART For For
7 HOWARD E. ROSE For For
2. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION.
3. TO APPROVE THE COMPANY'S SECOND Management For For
AMENDED AND RESTATED OMNIBUS
INCENTIVE PLAN.
4. TO RATIFY THE APPOINTMENT OF THE Management For For
COMPANY'S INDEPENDENT AUDITORS.
BLYTH, INC.
SECURITY 09643P207 MEETING TYPE Annual
TICKER SYMBOL BTH MEETING DATE 14-May-2013
ISIN US09643P2074 AGENDA 933758281 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 PAMELA M. GOERGEN For For
2 ROBERT B. GOERGEN For For
3 NEAL I. GOLDMAN For For
4 BRETT M. JOHNSON For For
5 ILAN KAUFTHAL For For
6 JAMES M. MCTAGGART For For
7 HOWARD E. ROSE For For
2. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION.
3. TO APPROVE THE COMPANY'S SECOND Management For For
AMENDED AND RESTATED OMNIBUS
INCENTIVE PLAN.
4. TO RATIFY THE APPOINTMENT OF THE Management For For
COMPANY'S INDEPENDENT AUDITORS.
LOEWS CORPORATION
SECURITY 540424108 MEETING TYPE Annual
TICKER SYMBOL L MEETING DATE 14-May-2013
ISIN US5404241086 AGENDA 933760755 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: LAWRENCE S. Management For For
BACOW
1B. ELECTION OF DIRECTOR: ANN E. BERMAN Management For For
1C. ELECTION OF DIRECTOR: JOSEPH L. BOWER Management For For
1D. ELECTION OF DIRECTOR: CHARLES M. Management For For
DIKER
1E. ELECTION OF DIRECTOR: JACOB A. Management For For
FRENKEL
1F. ELECTION OF DIRECTOR: PAUL J. FRIBOURG Management For For
1G. ELECTION OF DIRECTOR: WALTER L. Management For For
HARRIS
1H. ELECTION OF DIRECTOR: PHILIP A. Management For For
LASKAWY
1I. ELECTION OF DIRECTOR: KEN MILLER Management For For
1J. ELECTION OF DIRECTOR: GLORIA R. SCOTT Management For For
1K. ELECTION OF DIRECTOR: ANDREW H. TISCH Management For For
1L. ELECTION OF DIRECTOR: JAMES S. TISCH Management For For
1M. ELECTION OF DIRECTOR: JONATHAN M. Management For For
TISCH
2. APPROVE, ON AN ADVISORY BASIS, Management Abstain Against
EXECUTIVE COMPENSATION
3. RATIFY DELOITTE & TOUCHE LLP AS Management For For
INDEPENDENT AUDITORS
SAFEWAY INC.
SECURITY 786514208 MEETING TYPE Annual
TICKER SYMBOL SWY MEETING DATE 14-May-2013
ISIN US7865142084 AGENDA 933763092 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: JANET E. GROVE Management For For
1B. ELECTION OF DIRECTOR: MOHAN GYANI Management For For
1C. ELECTION OF DIRECTOR: FRANK C. Management For For
HERRINGER
1D. ELECTION OF DIRECTOR: GEORGE J. Management For For
MORROW
1E. ELECTION OF DIRECTOR: KENNETH W. Management For For
ODER
1F. ELECTION OF DIRECTOR: T. GARY ROGERS Management For For
1G. ELECTION OF DIRECTOR: ARUN SARIN Management For For
1H. ELECTION OF DIRECTOR: WILLIAM Y. Management For For
TAUSCHER
2. NON-BINDING ADVISORY APPROVAL OF THE Management Abstain Against
COMPANY'S EXECUTIVE COMPENSATION
("SAY-ON-PAY").
3. RE-APPROVAL OF THE 2007 EQUITY AND Management For For
INCENTIVE AWARD PLAN.
4. RATIFICATION OF APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR 2013.
CONOCOPHILLIPS
SECURITY 20825C104 MEETING TYPE Annual
TICKER SYMBOL COP MEETING DATE 14-May-2013
ISIN US20825C1045 AGENDA 933764842 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: RICHARD L. Management For For
ARMITAGE
1B. ELECTION OF DIRECTOR: RICHARD H. Management For For
AUCHINLECK
1C. ELECTION OF DIRECTOR: JAMES E. Management For For
COPELAND, JR.
1D. ELECTION OF DIRECTOR: JODY L. FREEMAN Management For For
1E. ELECTION OF DIRECTOR: GAY HUEY EVANS Management For For
1F. ELECTION OF DIRECTOR: RYAN M. LANCE Management For For
1G. ELECTION OF DIRECTOR: MOHD H. MARICAN Management For For
1H. ELECTION OF DIRECTOR: ROBERT A. Management For For
NIBLOCK
1I. ELECTION OF DIRECTOR: HARALD J. NORVIK Management For For
1J. ELECTION OF DIRECTOR: WILLIAM E. WADE, Management For For
JR.
2. TO RATIFY APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS CONOCOPHILLIPS'
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
3. ADVISORY APPROVAL OF EXECUTIVE Management Abstain Against
COMPENSATION.
4. REPORT ON GRASSROOTS LOBBYING Shareholder Against For
EXPENDITURES.
5. GREENHOUSE GAS REDUCTION TARGETS. Shareholder Against For
6. GENDER IDENTITY NON-DISCRIMINATION. Shareholder Against For
DISCOVERY COMMUNICATIONS, INC.
SECURITY 25470F104 MEETING TYPE Annual
TICKER SYMBOL DISCA MEETING DATE 14-May-2013
ISIN US25470F1049 AGENDA 933766721 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 PAUL A. GOULD For For
2 JOHN S. HENDRICKS For For
3 M. LAVOY ROBISON 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, 2013.
3. APPROVAL OF THE 2013 STOCK INCENTIVE Management Against Against
PLAN.
MORGAN STANLEY
SECURITY 617446448 MEETING TYPE Annual
TICKER SYMBOL MS MEETING DATE 14-May-2013
ISIN US6174464486 AGENDA 933767228 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: ERSKINE B. Management For For
BOWLES
1B. ELECTION OF DIRECTOR: HOWARD J. Management For For
DAVIES
1C. ELECTION OF DIRECTOR: THOMAS H. Management For For
GLOCER
1D. ELECTION OF DIRECTOR: JAMES P. Management For For
GORMAN
1E. ELECTION OF DIRECTOR: ROBERT H. HERZ Management For For
1F. ELECTION OF DIRECTOR: C. ROBERT Management For For
KIDDER
1G. ELECTION OF DIRECTOR: KLAUS KLEINFELD Management For For
1H. ELECTION OF DIRECTOR: DONALD T. Management For For
NICOLAISEN
1I. ELECTION OF DIRECTOR: HUTHAM S. Management For For
OLAYAN
1J. ELECTION OF DIRECTOR: JAMES W. OWENS Management For For
1K. ELECTION OF DIRECTOR: O. GRIFFITH Management For For
SEXTON
1L. ELECTION OF DIRECTOR: RYOSUKE Management For For
TAMAKOSHI
1M. ELECTION OF DIRECTOR: MASAAKI TANAKA Management For For
1N. ELECTION OF DIRECTOR: LAURA D. TYSON Management For For
2. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS INDEPENDENT AUDITOR
3. TO APPROVE THE COMPENSATION OF Management Abstain Against
EXECUTIVES AS DISCLOSED IN THE PROXY
STATEMENT (NON-BINDING ADVISORY
RESOLUTION)
4. TO AMEND THE 2007 EQUITY INCENTIVE Management Against Against
COMPENSATION PLAN TO INCREASE
SHARES AVAILABLE FOR GRANT
5. TO AMEND THE 2007 EQUITY INCENTIVE Management For For
COMPENSATION PLAN TO PROVIDE FOR
QUALIFYING PERFORMANCE-BASED LONG-
TERM INCENTIVE AWARDS UNDER SECTION
162(M)
6. TO AMEND THE SECTION 162(M) Management For For
PERFORMANCE FORMULA GOVERNING
ANNUAL INCENTIVE COMPENSATION FOR
CERTAIN OFFICERS
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.
SCRIPPS NETWORKS INTERACTIVE, INC.
SECURITY 811065101 MEETING TYPE Annual
TICKER SYMBOL SNI MEETING DATE 14-May-2013
ISIN US8110651010 AGENDA 933781684 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 DAVID A. GALLOWAY For For
2 NICHOLAS B. PAUMGARTEN For For
3 JEFFREY SAGANSKY For For
4 RONALD W. TYSOE For For
UNITED STATES CELLULAR CORPORATION
SECURITY 911684108 MEETING TYPE Annual
TICKER SYMBOL USM MEETING DATE 14-May-2013
ISIN US9116841084 AGENDA 933786987 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 P.H. DENUIT For For
2. RATIFY ACCOUNTANTS FOR 2013. Management For For
3. 2013 LONG-TERM INCENTIVE PLAN. Management Against Against
4. NON-EMPLOYEE DIRECTOR COMPENSATION Management Against Against
PLAN.
5. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
GRIFFIN LAND & NURSERIES, INC.
SECURITY 398231100 MEETING TYPE Annual
TICKER SYMBOL GRIF MEETING DATE 14-May-2013
ISIN US3982311009 AGENDA Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Opposition
1 WALTER M. SCHENKER For Against
2 EDWARD T. TOKAR For Against
2. RATIFICATION OF THE SELECTION OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS.
3. APPROVAL, BY NON-BINDING VOTE, OF THE Management Abstain Against
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS PRESENTED IN GRIFFIN'S PROXY
STATEMENT.
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, JR. Management For For
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.
STATE STREET CORPORATION
SECURITY 857477103 MEETING TYPE Annual
TICKER SYMBOL STT MEETING DATE 15-May-2013
ISIN US8574771031 AGENDA 933768662 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A ELECTION OF DIRECTOR: K. BURNES Management For For
1B ELECTION OF DIRECTOR: P. COYM Management For For
1C ELECTION OF DIRECTOR: P. DE SAINT- Management For For
AIGNAN
1D ELECTION OF DIRECTOR: A. FAWCETT Management For For
1E ELECTION OF DIRECTOR: L. HILL Management For For
1F ELECTION OF DIRECTOR: J. HOOLEY Management For For
1G ELECTION OF DIRECTOR: R. KAPLAN Management For For
1H ELECTION OF DIRECTOR: R. SERGEL Management For For
1I ELECTION OF DIRECTOR: R. SKATES Management For For
IJ ELECTION OF DIRECTOR: G. SUMME Management For For
IK ELECTION OF DIRECTOR: T. WILSON Management For For
2 TO APPROVE AN ADVISORY PROPOSAL ON Management Abstain Against
EXECUTIVE COMPENSATION.
3 TO RATIFY THE SELECTION OF ERNST & Management For For
YOUNG LLP AS STATE STREET'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2013.
DR PEPPER SNAPPLE GROUP,INC.
SECURITY 26138E109 MEETING TYPE Annual
TICKER SYMBOL DPS MEETING DATE 16-May-2013
ISIN US26138E1091 AGENDA 933758180 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A ELECTION OF DIRECTOR: JOHN L. ADAMS Management For For
1B ELECTION OF DIRECTOR: RONALD G. Management For For
ROGERS
2 TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2013.
3 RESOLVED, THAT THE COMPENSATION PAID Management Abstain Against
TO NAMED EXECUTIVE OFFICERS WITH
RESPECT TO 2012, AS DISCLOSED
PURSUANT TO THE COMPENSATION
DISCLOSURE RULES AND REGULATIONS OF
THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING THE
COMPENSATION DISCUSSION AND
ANALYSIS, COMPENSATION TABLES &
NARRATIVE DISCUSSION, IS HEREBY
APPROVED.
4 TO RE-APPROVE THE MANAGEMENT Management For For
INCENTIVE PLAN TO COMPLY WITH SECTION
162(M) OF THE INTERNAL REVENUE CODE
AND THE REGULATIONS PROMULGATED
THEREUNDER.
JOHN BEAN TECHNOLOGIES CORPORATION
SECURITY 477839104 MEETING TYPE Annual
TICKER SYMBOL JBT MEETING DATE 16-May-2013
ISIN US4778391049 AGENDA 933767266 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 EDWARD L. DOHENY II For For
2 ALAN D. FELDMAN For For
3 JAMES E. GOODWIN For For
2. ADVISORY VOTE ON COMPENSATION OF Management Abstain Against
NAMED EXECUTIVE OFFICERS.
3. RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
SEALED AIR CORPORATION
SECURITY 81211K100 MEETING TYPE Annual
TICKER SYMBOL SEE MEETING DATE 16-May-2013
ISIN US81211K1007 AGENDA 933775275 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
01 ELECTION OF HANK BROWN AS A Management For For
DIRECTOR.
02 ELECTION OF MICHAEL CHU AS A Management For For
DIRECTOR.
03 ELECTION OF LAWRENCE R. CODEY AS A Management For For
DIRECTOR.
04 ELECTION OF PATRICK DUFF AS A Management For For
DIRECTOR.
05 ELECTION OF WILLIAM V. HICKEY AS A Management For For
DIRECTOR.
06 ELECTION OF JACQUELINE B. KOSECOFF AS Management For For
A DIRECTOR.
07 ELECTION OF KENNETH P. MANNING AS A Management For For
DIRECTOR.
08 ELECTION OF WILLIAM J. MARINO AS A Management For For
DIRECTOR.
09 ELECTION OF JEROME A. PERIBERE AS A Management For For
DIRECTOR.
10 ELECTION OF RICHARD L. WAMBOLD AS A Management For For
DIRECTOR.
11 ELECTION OF JERRY R. WHITAKER AS A Management For For
DIRECTOR.
12 APPROVAL OF THE AMENDED 2005 Management For For
CONTINGENT STOCK PLAN OF SEALED AIR
CORPORATION.
13 APPROVAL OF THE AMENDED Management For For
PERFORMANCE-BASED COMPENSATION
PROGRAM OF SEALED AIR CORPORATION.
14 ADVISORY VOTE TO APPROVE OUR Management Abstain Against
EXECUTIVE COMPENSATION.
15 RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
INTERNAP NETWORK SERVICES CORPORATION
SECURITY 45885A300 MEETING TYPE Annual
TICKER SYMBOL INAP MEETING DATE 16-May-2013
ISIN US45885A3005 AGENDA 933780276 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 GARY M. PFEIFFER For For
2 MICHAEL A. RUFFOLO For For
2. TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR
THE FISCAL YEAR ENDING DECEMBER 31,
2013.
3. TO APPROVE, BY NON-BINDING VOTE, Management Abstain Against
EXECUTIVE COMPENSATION.
ZEBRA TECHNOLOGIES CORPORATION
SECURITY 989207105 MEETING TYPE Annual
TICKER SYMBOL ZBRA MEETING DATE 16-May-2013
ISIN US9892071054 AGENDA 933781761 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 GERHARD CLESS For For
2 MICHAEL A. SMITH For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION
3. RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS OUR INDEPENDENT
AUDITORS FOR 2013
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
SECURITY 18451C109 MEETING TYPE Annual
TICKER SYMBOL CCO MEETING DATE 17-May-2013
ISIN US18451C1099 AGENDA 933769121 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 BLAIR E. HENDRIX Withheld Against
2 DOUGLAS L. JACOBS Withheld Against
3 DANIEL G. JONES Withheld Against
2. RATIFICATION OF THE SELECTION OF Management For For
ERNST & YOUNG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2013.
MACQUARIE INFRASTRUCTURE CO. LLC
SECURITY 55608B105 MEETING TYPE Annual
TICKER SYMBOL MIC MEETING DATE 20-May-2013
ISIN US55608B1052 AGENDA 933780973 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 NORMAN H. BROWN, JR. For For
2 GEORGE W. CARMANY, III For For
3 H.E. (JACK) LENTZ For For
4 OUMA SANANIKONE For For
5 WILLIAM H. WEBB For For
2. THE RATIFICATION OF THE SELECTION OF Management For For
KPMG LLP AS OUR INDEPENDENT AUDITOR
FOR THE FISCAL YEAR ENDING DECEMBER
31, 2013.
3. THE APPROVAL, ON AN ADVISORY BASIS, Management Abstain Against
OF EXECUTIVE COMPENSATION.
CHEMED CORPORATION
SECURITY 16359R103 MEETING TYPE Annual
TICKER SYMBOL CHE MEETING DATE 20-May-2013
ISIN US16359R1032 AGENDA 933782698 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: KEVIN J. Management For For
MCNAMARA
1B. ELECTION OF DIRECTOR: JOEL F. Management For For
GEMUNDER
1C. ELECTION OF DIRECTOR: PATRICK P. Management For For
GRACE
1D. ELECTION OF DIRECTOR: THOMAS C. Management For For
HUTTON
1E. ELECTION OF DIRECTOR: WALTER L. KREBS Management For For
1F. ELECTION OF DIRECTOR: ANDREA R. Management For For
LINDELL
1G. ELECTION OF DIRECTOR: THOMAS P. RICE Management For For
1H. ELECTION OF DIRECTOR: DONALD E. Management For For
SAUNDERS
1I. ELECTION OF DIRECTOR: GEORGE J. Management For For
WALSH III
1J. ELECTION OF DIRECTOR: FRANK E. WOOD Management For For
2. RATIFICATION OF AUDIT COMMITTEE'S Management For For
SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS FOR 2013.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management For For
COMPENSATION.
MONDELEZ INTL, INC
SECURITY 609207105 MEETING TYPE Annual
TICKER SYMBOL MDLZ MEETING DATE 21-May-2013
ISIN US6092071058 AGENDA 933759625 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: STEPHEN F. Management For For
BOLLENBACH
1B. ELECTION OF DIRECTOR: LEWIS W.K. Management For For
BOOTH
1C. ELECTION OF DIRECTOR: LOIS D. JULIBER Management For For
1D. ELECTION OF DIRECTOR: MARK D. Management For For
KETCHUM
1E. ELECTION OF DIRECTOR: JORGE S. Management For For
MESQUITA
1F. ELECTION OF DIRECTOR: FREDRIC G. Management For For
REYNOLDS
1G. ELECTION OF DIRECTOR: IRENE B. Management For For
ROSENFELD
1H. ELECTION OF DIRECTOR: PATRICK T. Management For For
SIEWERT
1I. ELECTION OF DIRECTOR: RUTH J. SIMMONS Management For For
1J ELECTION OF DIRECTOR: RATAN N. TATA Management For For
1K ELECTION OF DIRECTOR: J.F. VAN Management For For
BOXMEER
2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION
3. RATIFICATION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS FOR 2013
4. SHAREHOLDER PROPOSAL: REPORT ON Shareholder Against For
EXTENDED PRODUCER RESPONSIBILITY
5 SHAREHOLDER PROPOSAL: Shareholder Against For
SUSTAINABILITY REPORT ON GENDER
EQUALITY IN THE COMPANY'S SUPPLY
CHAIN
JPMORGAN CHASE & CO.
SECURITY 46625H100 MEETING TYPE Annual
TICKER SYMBOL JPM MEETING DATE 21-May-2013
ISIN US46625H1005 AGENDA 933779728 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: JAMES A. BELL Management For For
1B. ELECTION OF DIRECTOR: CRANDALL C. Management For For
BOWLES
1C. ELECTION OF DIRECTOR: STEPHEN B. Management For For
BURKE
1D. ELECTION OF DIRECTOR: DAVID M. COTE Management For For
1E. ELECTION OF DIRECTOR: JAMES S. CROWN Management For For
1F. ELECTION OF DIRECTOR: JAMES DIMON Management For For
1G. ELECTION OF DIRECTOR: TIMOTHY P. Management For For
FLYNN
1H. ELECTION OF DIRECTOR: ELLEN V. FUTTER Management For For
1I. ELECTION OF DIRECTOR: LABAN P. Management For For
JACKSON, JR.
1J. ELECTION OF DIRECTOR: LEE R. RAYMOND Management For For
1K. ELECTION OF DIRECTOR: WILLIAM C. Management For For
WELDON
2. RATIFICATION OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM
3. ADVISORY RESOLUTION TO APPROVE Management Abstain Against
EXECUTIVE COMPENSATION
4. AMENDMENT TO THE FIRM'S RESTATED Management For For
CERTIFICATE OF INCORPORATION TO
AUTHORIZE SHAREHOLDER ACTION BY
WRITTEN CONSENT
5. REAPPROVAL OF KEY EXECUTIVE Management For For
PERFORMANCE PLAN
6. REQUIRE SEPARATION OF CHAIRMAN AND Shareholder Against For
CEO
7. REQUIRE EXECUTIVES TO RETAIN Shareholder Against For
SIGNIFICANT STOCK UNTIL REACHING
NORMAL RETIREMENT AGE
8. ADOPT PROCEDURES TO AVOID HOLDING Shareholder Against For
OR RECOMMENDING INVESTMENTS THAT
CONTRIBUTE TO HUMAN RIGHTS
VIOLATIONS
9. DISCLOSE FIRM PAYMENTS USED DIRECTLY Shareholder Against For
OR INDIRECTLY FOR LOBBYING, INCLUDING
SPECIFIC AMOUNTS AND RECIPIENTS'
NAMES
NATIONAL PRESTO INDUSTRIES, INC.
SECURITY 637215104 MEETING TYPE Annual
TICKER SYMBOL NPK MEETING DATE 21-May-2013
ISIN US6372151042 AGENDA 933797586 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 RICHARD N. CARDOZO For For
2 PATRICK J. QUINN For For
2. RATIFY THE APPOINTMENT OF BDO USA, Management For For
LLP AS NATIONAL PRESTO INDUSTRIES,
INC.'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2013
STEEL EXCEL, INC.
SECURITY 858122104 MEETING TYPE Annual
TICKER SYMBOL SXCL MEETING DATE 21-May-2013
ISIN US8581221046 AGENDA 933814279 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1.1 ELECTION OF DIRECTOR: JACK L. HOWARD Management For For
1.2 ELECTION OF DIRECTOR: WARREN G. Management For For
LICHTENSTEIN
1.3 ELECTION OF DIRECTOR: JOHN MUTCH Management For For
1.4 ELECTION OF DIRECTOR: JOHN J. QUICKE Management For For
1.5 ELECTION OF DIRECTOR: GARY W. ULLMAN Management For For
1.6 ELECTION OF DIRECTOR: ROBERT J. Management For For
VALENTINE
2. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
3. TO RE-APPROVE THE MATERIAL TERMS OF Management For For
THE PERFORMANCE GOALS UNDER THE
STEEL EXCEL INC. 2004 EQUITY INCENTIVE
PLAN, AS AMENDED, FOR PURPOSES OF
SECTION 162(M) OF THE INTERNAL
REVENUE CODE.
4. TO RATIFY THE APPOINTMENT OF BDO USA, Management For For
LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER
31, 2013.
KRAFT FOODS GROUP, INC.
SECURITY 50076Q106 MEETING TYPE Annual
TICKER SYMBOL KRFT MEETING DATE 22-May-2013
ISIN US50076Q1067 AGENDA 933755499 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: ABELARDO E. BRU Management For For
1B. ELECTION OF DIRECTOR: JEANNE P. Management For For
JACKSON
1C. ELECTION OF DIRECTOR: E. FOLLIN SMITH Management For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION.
3. ADVISORY VOTE ON THE FREQUENCY OF Management Abstain Against
AN EXECUTIVE COMPENSATION VOTE.
4. APPROVAL OF THE MATERIAL TERMS FOR Management For For
PERFORMANCE-BASED AWARDS UNDER
THE KRAFT FOODS GROUP, INC. 2012
PERFORMANCE INCENTIVE PLAN.
5. RATIFICATION OF THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 28, 2013.
6. SHAREHOLDER PROPOSAL: LABEL Shareholder Against For
GENETICALLY ENGINEERED PRODUCTS.
ENDO HEALTH SOLUTIONS INC.
SECURITY 29264F205 MEETING TYPE Annual
TICKER SYMBOL ENDP MEETING DATE 22-May-2013
ISIN US29264F2056 AGENDA 933781913 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: ROGER H. KIMMEL Management For For
1B. ELECTION OF DIRECTOR: RAJIV DE SILVA Management For For
1C. ELECTION OF DIRECTOR: JOHN J. DELUCCA Management For For
1D. ELECTION OF DIRECTOR: NANCY J. Management For For
HUTSON, PH.D.
1E. ELECTION OF DIRECTOR: MICHAEL HYATT Management For For
1F. ELECTION OF DIRECTOR: WILLIAM P. Management For For
MONTAGUE
1G. ELECTION OF DIRECTOR: DAVID B. NASH, Management For For
M.D., M.B.A.
1H. ELECTION OF DIRECTOR: JOSEPH C. Management For For
SCODARI
1I. ELECTION OF DIRECTOR: JILL D. SMITH Management For For
1J. ELECTION OF DIRECTOR: WILLIAM F. Management For For
SPENGLER
2. TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2013.
3. TO APPROVE, BY ADVISORY VOTE, NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
ASCENT CAPITAL GROUP, INC.
SECURITY 043632108 MEETING TYPE Annual
TICKER SYMBOL ASCMA MEETING DATE 22-May-2013
ISIN US0436321089 AGENDA 933783397 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 PHILIP J. HOLTHOUSE For For
2. PROPOSAL TO RATIFY THE SELECTION OF Management For For
KPMG LLP AS OUR INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2013.
3. STOCKHOLDER PROPOSAL RELATING TO Shareholder For Against
THE REDEMPTION OF THE PREFERRED
SHARE PURCHASE RIGHTS ISSUED
PURSUANT TO OUR RIGHTS AGREEMENT,
DATED SEPTEMBER 17, 2008, AS AMENDED.
NII HOLDINGS, INC.
SECURITY 62913F201 MEETING TYPE Annual
TICKER SYMBOL NIHD MEETING DATE 22-May-2013
ISIN US62913F2011 AGENDA 933788272 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1.1 ELECTION OF DIRECTOR: DONALD GUTHRIE Management For For
1.2 ELECTION OF DIRECTOR: STEVEN M. Management For For
SHINDLER
2. ADVISORY VOTE ON THE COMPENSATION Management Abstain Against
OF THE COMPANY'S NAMED EXECUTIVE
OFFICERS.
3. AMENDMENT OF THE COMPANY'S 2012 Management Against Against
INCENTIVE COMPENSATION PLAN TO
INCREASE THE AUTHORIZED SHARES
AVAILABLE FOR ISSUANCE.
4. AMENDMENT OF THE COMPANY'S Management For For
RESTATED CERTIFICATE OF
INCORPORATION TO DECLASSIFY THE
BOARD OF DIRECTORS AND ELIMINATE
OBSOLETE PROVISIONS.
5. RATIFICATION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR 2013.
BLUCORA INC
SECURITY 095229100 MEETING TYPE Annual
TICKER SYMBOL BCOR MEETING DATE 22-May-2013
ISIN US0952291005 AGENDA 933805523 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 LANCE DUNN For For
2 STEVEN HOOPER For For
3 DAVID CHUNG For For
2. PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR
2013.
3. PROPOSAL TO APPROVE, ON AN ADVISORY Management Abstain Against
BASIS, THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS,
AS DISCLOSED IN THE PROXY STATEMENT.
4. PROPOSAL TO APPROVE THE FLEXIBLE Management For For
SETTLEMENT FEATURE FOR THE
POTENTIAL CONVERSION OF THE
CONVERTIBLE NOTES.
FERRO CORPORATION
SECURITY 315405100 MEETING TYPE Contested-Annual
TICKER SYMBOL FOE MEETING DATE 22-May-2013
ISIN US3154051003 AGENDA 933821957 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 DAVID A. LORBER For For
2 JEFFRY N. QUINN For For
3 RONALD P. VARGO For For
2. APPROVAL OF THE 2013 OMNIBUS Management For For
INCENTIVE PLAN.
3. RATIFICATION OF DELOITTE & TOUCHE LLP Management For For
AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2013.
4. APPROVAL OF THE EXECUTIVE Management Abstain Against
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
5. AMENDMENT OF THE COMPANY'S CODE OF Management For For
REGULATIONS TO OPT OUT OF THE OHIO
CONTROL SHARE ACQUISITION ACT.
6. IF PROPERLY PRESENTED, A Shareholder Against For
SHAREHOLDER PROPOSAL.
TIME WARNER INC.
SECURITY 887317303 MEETING TYPE Annual
TICKER SYMBOL TWX MEETING DATE 23-May-2013
ISIN US8873173038 AGENDA 933774956 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: JAMES L. Management For For
BARKSDALE
1B. ELECTION OF DIRECTOR: WILLIAM P. BARR Management For For
1C. ELECTION OF DIRECTOR: JEFFREY L. Management For For
BEWKES
1D. ELECTION OF DIRECTOR: STEPHEN F. Management For For
BOLLENBACH
1E. ELECTION OF DIRECTOR: ROBERT C. CLARK Management For For
1F. ELECTION OF DIRECTOR: MATHIAS Management For For
DOPFNER
1G. ELECTION OF DIRECTOR: JESSICA P. Management For For
EINHORN
1H. ELECTION OF DIRECTOR: FRED HASSAN Management For For
1I. ELECTION OF DIRECTOR: KENNETH J. Management For For
NOVACK
1J. ELECTION OF DIRECTOR: PAUL D. WACHTER Management For For
1K. ELECTION OF DIRECTOR: DEBORAH C. Management For For
WRIGHT
2. RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT AUDITORS.
3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION.
4. APPROVAL OF THE TIME WARNER INC. 2013 Management For For
STOCK INCENTIVE PLAN.
THE HOME DEPOT, INC.
SECURITY 437076102 MEETING TYPE Annual
TICKER SYMBOL HD MEETING DATE 23-May-2013
ISIN US4370761029 AGENDA 933779259 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: F. DUANE Management For For
ACKERMAN
1B. ELECTION OF DIRECTOR: FRANCIS S. BLAKE Management For For
1C. ELECTION OF DIRECTOR: ARI BOUSBIB Management For For
1D. ELECTION OF DIRECTOR: GREGORY D. Management For For
BRENNEMAN
1E. ELECTION OF DIRECTOR: J. FRANK BROWN Management For For
1F. ELECTION OF DIRECTOR: ALBERT P. CAREY Management For For
1G. ELECTION OF DIRECTOR: ARMANDO Management For For
CODINA
1H. ELECTION OF DIRECTOR: BONNIE G. HILL Management For For
1I. ELECTION OF DIRECTOR: KAREN L. KATEN Management For For
1J. ELECTION OF DIRECTOR: MARK VADON Management For For
2. PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF KPMG LLP
3. ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION
4. APPROVAL OF THE MATERIAL TERMS OF Management For For
OFFICER PERFORMANCE GOALS UNDER
THE MANAGEMENT INCENTIVE PLAN
5. APPROVAL OF THE AMENDED AND Management For For
RESTATED 2005 OMNIBUS STOCK
INCENTIVE PLAN
6. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
EMPLOYMENT DIVERSITY REPORT
7. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
STORMWATER MANAGEMENT POLICY
THE GOLDMAN SACHS GROUP, INC.
SECURITY 38141G104 MEETING TYPE Annual
TICKER SYMBOL GS MEETING DATE 23-May-2013
ISIN US38141G1040 AGENDA 933779754 - 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: WILLIAM W. Management For For
GEORGE
1F ELECTION OF DIRECTOR: JAMES A. Management For For
JOHNSON
1G ELECTION OF DIRECTOR: LAKSHMI N. Management For For
MITTAL
1H ELECTION OF DIRECTOR: ADEBAYO O. Management For For
OGUNLESI
1I ELECTION OF DIRECTOR: JAMES J. SCHIRO Management For For
1J ELECTION OF DIRECTOR: DEBORA L. SPAR Management For For
1K ELECTION OF DIRECTOR: MARK E. TUCKER Management For For
1L ELECTION OF DIRECTOR: DAVID A. VINIAR Management For For
02 ADVISORY VOTE TO APPROVE EXECUTIVE Management Abstain Against
COMPENSATION (SAY ON PAY)
03 APPROVAL OF THE GOLDMAN SACHS Management Against Against
AMENDED AND RESTATED STOCK
INCENTIVE PLAN (2013)
04 RATIFICATION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013
05 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
HUMAN RIGHTS COMMITTEE
06 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
GOLDMAN SACHS LOBBYING DISCLOSURE
07 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
PROXY ACCESS FOR SHAREHOLDERS
08 SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
MAXIMIZATION OF VALUE FOR
SHAREHOLDERS
FLOWSERVE CORPORATION
SECURITY 34354P105 MEETING TYPE Annual
TICKER SYMBOL FLS MEETING DATE 23-May-2013
ISIN US34354P1057 AGENDA 933779831 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 GAYLA J. DELLY For For
2 RICK J. MILLS For For
3 CHARLES M. RAMPACEK For For
4 WILLIAM C. RUSNACK For For
2. ADVISORY VOTE ON EXECUTIVE Management Abstain Against
COMPENSATION.
3. APPROVE AN AMENDMENT TO THE Management For For
RESTATED CERTIFICATE OF
INCORPORATION OF FLOWSERVE
CORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON
STOCK.
4. RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP TO
SERVE AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2013.
5. A SHAREHOLDER PROPOSAL REQUESTING Shareholder Against For
THE BOARD OF DIRECTORS TAKE ACTION
TO PERMIT SHAREHOLDER ACTION BY
WRITTEN CONSENT.
CABLEVISION SYSTEMS CORPORATION
SECURITY 12686C109 MEETING TYPE Annual
TICKER SYMBOL CVC MEETING DATE 23-May-2013
ISIN US12686C1099 AGENDA 933783400 - 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 2013.
LEVEL 3 COMMUNICATIONS, INC.
SECURITY 52729N308 MEETING TYPE Annual
TICKER SYMBOL LVLT MEETING DATE 23-May-2013
ISIN US52729N3089 AGENDA 933784616 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 WALTER SCOTT, JR. For For
2 JEFF K. STOREY For For
3 GENERAL K.P. CHILTON For For
4 ADMIRAL A.R. CLEMINS For For
5 STEVEN T. CLONTZ For For
6 ADMIRAL J.O. ELLIS, JR. For For
7 T. MICHAEL GLENN For For
8 RICHARD R. JAROS For For
9 MICHAEL J. MAHONEY For For
10 CHARLES C. MILLER, III For For
11 JOHN T. REED For For
12 PETER SEAH LIM HUAT For For
13 PETER VAN OPPEN For For
14 DR. ALBERT C. YATES For For
2. TO APPROVE THE NAMED EXECUTIVE Management Abstain Against
OFFICER COMPENSATION, WHICH VOTE IS
ON AN ADVISORY BASIS.
CBS CORPORATION
SECURITY 124857103 MEETING TYPE Annual
TICKER SYMBOL CBSA MEETING DATE 23-May-2013
ISIN US1248571036 AGENDA 933784654 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: DAVID R. Management For For
ANDELMAN
1B. ELECTION OF DIRECTOR: JOSEPH A. Management For For
CALIFANO, JR.
1C. ELECTION OF DIRECTOR: WILLIAM S. COHEN Management For For
1D. ELECTION OF DIRECTOR: GARY L. Management For For
COUNTRYMAN
1E. ELECTION OF DIRECTOR: CHARLES K. Management For For
GIFFORD
1F. ELECTION OF DIRECTOR: LEONARD Management For For
GOLDBERG
1G. ELECTION OF DIRECTOR: BRUCE S. Management For For
GORDON
1H. ELECTION OF DIRECTOR: LINDA M. GRIEGO Management For For
1I. ELECTION OF DIRECTOR: ARNOLD Management For For
KOPELSON
1J. ELECTION OF DIRECTOR: LESLIE MOONVES Management For For
1K. ELECTION OF DIRECTOR: DOUG MORRIS Management For For
1L. ELECTION OF DIRECTOR: SHARI REDSTONE Management For For
1M. ELECTION OF DIRECTOR: SUMNER M. Management For For
REDSTONE
1N. ELECTION OF DIRECTOR: FREDERIC V. Management For For
SALERNO
2. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP TO
SERVE AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR 2013.
3. A PROPOSAL TO APPROVE AN AMENDMENT Management Against Against
AND RESTATEMENT OF THE CBS
CORPORATION 2009 LONG-TERM INCENTIVE
PLAN.
KATY INDUSTRIES, INC.
SECURITY 486026107 MEETING TYPE Annual
TICKER SYMBOL KATY MEETING DATE 23-May-2013
ISIN US4860261076 AGENDA 933810613 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 CHRISTOPHER W. ANDERSON For For
2 WILLIAM F. ANDREWS For For
3 SAMUEL P. FRIEDER For For
4 SHANT MARDIROSSIAN For For
2. TO RATIFY THE SELECTION OF UHY LLP AS Management For For
THE INDEPENDENT PUBLIC ACCOUNTANTS
OF KATY.
3. TO APPROVE, ON ADVISORY BASIS, THE Management For For
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS.
4. TO ADVISE ON THE FREQUENCY OF THE Management 3 Years For
ADVISORY VOTE ON THE EXECUTIVE
COMPENSATION.
TELEPHONE AND DATA SYSTEMS, INC.
SECURITY 879433829 MEETING TYPE Contested-Annual
TICKER SYMBOL TDS MEETING DATE 24-May-2013
ISIN US8794338298 AGENDA 933818051 - Opposition
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 RYAN J. MORRIS For For
2. COMPANY'S PROPOSAL TO RATIFY THE Management For For
SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2013.
3. COMPANY'S PROPOSAL TO APPROVE AN Management Against For
AMENDMENT AND RESTATEMENT OF THE
COMPANY'S RESTATED COMPENSATION
PLAN FOR NON-EMPLOYEE DIRECTORS.
4. COMPANY'S PROPOSAL TO APPROVE Management Against For
EXECUTIVE COMPENSATION ON AN
ADVISORY BASIS.
5. SHAREHOLDER'S PROPOSAL TO Management For For
RECAPITALIZE THE COMPANY'S
OUTSTANDING STOCK.
MILLICOM INTERNATIONAL CELLULAR SA, LUXEMBOURG
SECURITY L6388F128 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 28-May-2013
ISIN SE0001174970 AGENDA 704476919 - 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 To elect the Chairman of the AGM and to Management No Action
empower the Chairman to appoint the other
members of the Bureau: proposes Ms. Caroline
Notte, attorney at law (avocat a la Cour), with
professional address in Luxembourg, the duty to
preside over the AGM
2 To receive the Board of Directors' Reports Non-Voting
(Rapport de Gestion) and the-Reports of the
external auditor on (i) the annual accounts of
Millicom for-the financial year ended December
31, 2012 and (ii) the consolidated accounts-for
the financial year ended December 31, 2012
3 Approval of the consolidated accounts and the Management No Action
annual accounts for the year ended December
31, 2012
4 Allocation of the results of the year ended Management No Action
December 31, 2012. On a parent company basis,
Millicom generated a profit of USD 784,323,493.
Of this amount, an aggregate amount of
approximately USD 264 million corresponding to
a gross dividend amount of USD 2.64 per share
is proposed to be distributed as a dividend and
the balance is proposed to be carried forward as
retained earnings
5 Discharge of all the current Directors of Millicom Management No Action
for the performance of their mandate during the
financial year ended December 31, 2012
6 Setting the number of Directors at eight with no Management No Action
Deputy Directors
7 Re-election of Ms. Mia Brunell Livfors as a Management No Action
Director for a term ending on the day of the next
AGM to take place in2014 (the "2014 AGM")
8 Re-election of Mr. Allen Sangines-Krause as a Management No Action
Director for a term ending on the day of the 2014
AGM
9 Re-election of Mr. Paul Donovan as a Director for Management No Action
a term ending on the day of the 2014 AGM
10 Re-election of Mr. Omari Issa as a Director for a Management No Action
term ending on the day of the 2014 AGM
11 Re-election of Mr. Kim Ignatius as a Director for a Management No Action
term ending on the day of the 2014 AGM
12 Election of Mr. Alejandro Santo Domingo as a Management No Action
new Director for a term ending on the day of the
2014 AGM
13 Election of Mr. Lorenzo Grabau as a new Director Management No Action
for a term ending on the day of the 2014 AGM
14 Election of Mr. Ariel Eckstein as a new Director Management No Action
for a term ending on the day of the 2014 AGM
15 Re-election Mr. Allen Sangines-Krause as Management No Action
Chairman of the Board of Directors for a term
ending on the day of the 2014 AGM
16 Approval of the Directors' compensation, Management No Action
amounting to SEK 7,726,000 for the period from
the AGM to the 2014 AGM
17 Re-election of Ernst & Young S.a r.L, Management No Action
Luxembourg as the external auditor of Millicom
for a term ending on the day of the 2014 AGM
18 Approval of the external auditor's compensation Management No Action
19 Approval of a procedure on the appointment of Management No Action
the Nomination Committee and determination of
the assignment of the Nomination Committee
20 Approval of the proposal to set up a Charity Trust Management No Action
21 Share Repurchase Plan: a) Authorisation of the Management No Action
Board of Directors, at any time between May 28,
2013 and the day of the 2014 AGM, provided the
required levels of distributable reserves are met
by Millicom at that time, either directly or through
a subsidiary or a third party, to engage in a share
repurchase plan of Millicom shares to be carried
out for all purposes allowed or which would
become authorized by the laws and regulations in
force, and in particular the 1915 Law and in
accordance with the objectives, conditions, and
restrictions as provided by the European
Commission Regulation No. 2273/2003 of 22
December 2003 (the "Share Repurchase Plan")
by using its available cash reserves in an amount
not exceeding the lower of (i) ten percent (10%)
of Millicom's outstanding share capital as of the
date of the AGM (i.e., CONTD
CONT CONTD approximating a maximum of 9,969,158 Non-Voting
shares corresponding to USD 14,953,-737 in
nominal value) or (ii) the then available amount of
Millicom's distribu-table reserves on a parent
company basis, in the open market on OTC US,
NASDAQ-OMX Stockholm or any other
recognised alternative trading platform, at an
acq-uisition price which may not be less than
SEK 50 per share nor exceed the higher of (x)
the published bid that is the highest current
independent published-bid on a given date or (y)
the last independent transaction price quoted or
re-ported in the consolidated system on the same
date, regardless of the market or exchange
involved, provided, however, that when shares
are repurchased on the NASDAQ OMX
Stockholm the price shall be within the registered
interval for the share price prevailing at any time
(the so CONTD
CONT CONTD called spread), that is, the interval Non-Voting
between the highest buying rate an-d the lowest
selling rate. b) To approve the Board of Directors'
proposal to give joint authority to Millicom's Chief
Executive Officer and the Chairman of-the Board
of Directors to (i) decide, within the limits of the
authorization set out in (a) above, the timing and
conditions of any Millicom Share Repurchas-e
Plan according to market conditions and (ii) give
mandate on behalf of Milli-com to one or more
designated broker-dealers to implement a Share
Repurchase Plan. c) To authorize Millicom, at
the discretion of the Board of Directors, in-the
event the Share Repurchase Plan is done
through a subsidiary or a third p-arty, to purchase
the bought back Millicom shares from such
subsidiary or thir-d party. d) To authorize
Millicom, at the discretion CONTD
CONT CONTD of the Board of Directors, to pay for the Non-Voting
bought back Millicom shares us-ing either
distributable reserves or funds from its share
premium account. e)-To authorize Millicom, at the
discretion of the Board of Directors, to (i) tra-nsfer
all or part of the purchased Millicom shares to
employees of the Millico-m Group in connection
with any existing or future Millicom long-term
incentive-plan, and/or (ii) use the purchased
shares as consideration for merger and ac-
quisition purposes, including joint ventures and
the buy-out of minority inter-ests in Millicom
subsidiaries, as the case may be, in accordance
with the limits set out in Articles 49-2, 49-3, 49-4,
49-5 and 49-6 of the 1915 Law. f) To-further
grant all powers to the Board of Directors with the
option of sub-delegation to implement the above
authorization, conclude CONTD
CONT CONTD all agreements, carry out all formalities Non-Voting
and make all declarations with-regard to all
authorities and, generally, do all that is necessary
for the execution of any decisions made in
connection with this authorization
22 Approval of the guidelines for remuneration to Management No Action
senior management
CMMT PLEASE NOTE THAT THIS IS A REVISION Non-Voting
DUE TO MODIFICATION IN RESOLUTION 21.
IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLES-S YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
FIDELITY NAT'L INFORMATION SERVICES INC
SECURITY 31620M106 MEETING TYPE Annual
TICKER SYMBOL FIS MEETING DATE 29-May-2013
ISIN US31620M1062 AGENDA 933784565 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: STEPHAN A. Management For For
JAMES
1B. ELECTION OF DIRECTOR: FRANK R. Management For For
MARTIRE
1C. ELECTION OF DIRECTOR: GARY A. Management For For
NORCROSS
1D. ELECTION OF DIRECTOR: JAMES B. Management For For
STALLINGS, JR.
2. ADVISORY VOTE ON FIDELITY NATIONAL Management Abstain Against
INFORMATION SERVICES, INC. EXECUTIVE
COMPENSATION.
3. TO APPROVE THE AMENDMENT AND Management Against Against
RESTATEMENT OF THE FIS 2008 OMNIBUS
INCENTIVE PLAN.
4. TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE 2013 FISCAL
YEAR.
CHEVRON CORPORATION
SECURITY 166764100 MEETING TYPE Annual
TICKER SYMBOL CVX MEETING DATE 29-May-2013
ISIN US1667641005 AGENDA 933786874 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: L.F. DEILY Management For For
1B. ELECTION OF DIRECTOR: R.E. DENHAM Management For For
1C. ELECTION OF DIRECTOR: A.P. GAST Management For For
1D. ELECTION OF DIRECTOR: E. HERNANDEZ Management For For
1E. ELECTION OF DIRECTOR: G.L. KIRKLAND Management For For
1F. ELECTION OF DIRECTOR: C.W. MOORMAN Management For For
1G. ELECTION OF DIRECTOR: K.W. SHARER Management For For
1H. ELECTION OF DIRECTOR: J.G. STUMPF Management For For
1I. ELECTION OF DIRECTOR: R.D. SUGAR Management For For
1J. ELECTION OF DIRECTOR: C. WARE Management For For
1K. ELECTION OF DIRECTOR: J.S. WATSON Management For For
2. RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
3. ADVISORY VOTE TO APPROVE NAMED Management Abstain Against
EXECUTIVE OFFICER COMPENSATION
4. APPROVAL OF AMENDMENTS TO LONG- Management Against Against
TERM INCENTIVE PLAN
5. SHALE ENERGY OPERATIONS Shareholder Against For
6. OFFSHORE OIL WELLS Shareholder Against For
7. CLIMATE RISK Shareholder Against For
8. LOBBYING DISCLOSURE Shareholder Against For
9. CESSATION OF USE OF CORPORATE FUNDS Shareholder Against For
FOR POLITICAL PURPOSES
10. CUMULATIVE VOTING Shareholder Against For
11. SPECIAL MEETINGS Shareholder Against For
12. INDEPENDENT DIRECTOR WITH Shareholder Against For
ENVIRONMENTAL EXPERTISE
13. COUNTRY SELECTION GUIDELINES Shareholder Against For
LABRADOR IRON ORE ROYALTY CORPORATION
SECURITY 505440107 MEETING TYPE Annual and Special Meeting
TICKER SYMBOL LIFZF MEETING DATE 29-May-2013
ISIN CA5054401073 AGENDA 933804709 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
01 DIRECTOR Management
1 BRUCE C. BONE For For
2 WILLIAM J. CORCORAN For For
3 DUNCAN N.R. JACKMAN For For
4 JAMES C. MCCARTNEY For For
5 PAUL H. PALMER For For
6 HAROLD S. (HAP) STEPHEN For For
7 ALAN R. THOMAS For For
8 DONALD J. WORTH For For
02 THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP, CHARTERED ACCOUNTANTS, AS
AUDITORS OF LIORC, AND AUTHORIZING
THE DIRECTORS OF LIORC TO FIX THEIR
REMUNERATION.
03 THE ORDINARY RESOLUTION CONFIRMING Management For For
BY-LAW NO. 4 OF LIORC WHICH INCREASES
THE QUORUM AT MEETINGS OF
SHAREHOLDERS.
SLM CORPORATION
SECURITY 78442P106 MEETING TYPE Annual
TICKER SYMBOL SLM MEETING DATE 30-May-2013
ISIN US78442P1066 AGENDA 933797132 - 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: FRANK C. PULEO Management For For
1J. ELECTION OF DIRECTOR: WOLFGANG Management For For
SCHOELLKOPF
1K. ELECTION OF DIRECTOR: STEVEN L. Management For For
SHAPIRO
1L. ELECTION OF DIRECTOR: ANTHONY P. Management For For
TERRACCIANO
1M. ELECTION OF DIRECTOR: BARRY L. Management For For
WILLIAMS
2. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
4. STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
DISCLOSURE OF LOBBYING EXPENDITURES
AND CONTRIBUTIONS.
LIBERTY GLOBAL, INC.
SECURITY 530555101 MEETING TYPE Special
TICKER SYMBOL LBTYA MEETING DATE 03-Jun-2013
ISIN US5305551013 AGENDA 933820498 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. TO APPROVE THE ISSUANCE OF ORDINARY Management For For
SHARES BY LIBERTY GLOBAL
CORPORATION LIMITED TO LIBERTY
GLOBAL, INC. AND VIRGIN MEDIA INC.
STOCKHOLDERS ON THE TERMS AND
CONDITIONS SET OUT IN THE AGREEMENT
AND PLAN OF MERGER, DATED AS OF
FEBRUARY 5, 2013, AMONG LIBERTY
GLOBAL, INC., CERTAIN OF ITS
SUBSIDIARIES AND VIRGIN MEDIA INC., AS IT
MAY BE AMENDED FROM TIME TO TIME.
2. TO ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF FEBRUARY 5, 2013,
AMONG LIBERTY GLOBAL, INC., CERTAIN OF
ITS SUBSIDIARIES AND VIRGIN MEDIA INC.,
AS IT MAY BE AMENDED FROM TIME TO
TIME.
3. TO APPROVE ANY ADJOURNMENT OF THE Management For For
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 EITHER
APPROVE THE ISSUANCE OF ORDINARY
SHARES IN PROPOSAL 1 OR THE ADOPTION
OF THE AGREEMENT AND PLAN OF MERGER
IN PROPOSAL 2.
LIBERTY MEDIA CORPORATION
SECURITY 531229102 MEETING TYPE Annual
TICKER SYMBOL LMCA MEETING DATE 04-Jun-2013
ISIN US5312291025 AGENDA 933802286 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 JOHN C. MALONE For For
2 ROBERT R. BENNETT For For
3 M. IAN G. GILCHRIST For For
2. A PROPOSAL TO ADOPT THE LIBERTY Management Against Against
MEDIA CORPORATION 2013 INCENTIVE
PLAN.
3. A PROPOSAL TO ADOPT THE LIBERTY Management Against Against
MEDIA CORPORATION 2013 NONEMPLOYEE
DIRECTOR INCENTIVE PLAN.
4. A PROPOSAL TO RATIFY THE SELECTION OF Management For For
KPMG LLP AS OUR INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2013.
LIBERTY INTERACTIVE CORPORATION
SECURITY 53071M880 MEETING TYPE Annual
TICKER SYMBOL LVNTA MEETING DATE 04-Jun-2013
ISIN US53071M8800 AGENDA 933803947 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 JOHN C. MALONE For For
2 M. IAN G. GILCHRIST For For
3 ANDREA L. WONG For For
2. A PROPOSAL TO ADOPT THE LIBERTY Management Against Against
INTERACTIVE CORPORATION 2012
INCENTIVE PLAN.
3. A PROPOSAL TO RATIFY THE SELECTION OF Management For For
KPMG LLP AS OUR INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2013.
LIBERTY INTERACTIVE CORPORATION
SECURITY 53071M104 MEETING TYPE Annual
TICKER SYMBOL LINTA MEETING DATE 04-Jun-2013
ISIN US53071M1045 AGENDA 933803947 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 JOHN C. MALONE For For
2 M. IAN G. GILCHRIST For For
3 ANDREA L. WONG For For
2. A PROPOSAL TO ADOPT THE LIBERTY Management Against Against
INTERACTIVE CORPORATION 2012
INCENTIVE PLAN.
3. A PROPOSAL TO RATIFY THE SELECTION OF Management For For
KPMG LLP AS OUR INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2013.
LAS VEGAS SANDS CORP.
SECURITY 517834107 MEETING TYPE Annual
TICKER SYMBOL LVS MEETING DATE 05-Jun-2013
ISIN US5178341070 AGENDA 933807387 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 SHELDON G. ADELSON For For
2 IRWIN CHAFETZ For For
3 VICTOR CHALTIEL For For
4 CHARLES A. KOPPELMAN For For
2. TO APPROVE THE PERFORMANCE-BASED Management For For
PROVISIONS OF THE COMPANY'S 2004
EQUITY AWARD PLAN.
3. TO APPROVE THE PERFORMANCE-BASED Management For For
PROVISIONS OF THE COMPANY'S
EXECUTIVE CASH INCENTIVE PLAN.
4. TO CONSIDER AND ACT UPON AN ADVISORY Management Abstain Against
(NON-BINDING) PROPOSAL ON THE
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS.
EQUINIX, INC.
SECURITY 29444U502 MEETING TYPE Annual
TICKER SYMBOL EQIX MEETING DATE 05-Jun-2013
ISIN US29444U5020 AGENDA 933814368 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 THOMAS BARTLETT For For
2 GARY HROMADKO For For
3 SCOTT KRIENS For For
4 WILLIAM LUBY For For
5 IRVING LYONS, III For For
6 CHRISTOPHER PAISLEY For For
7 STEPHEN SMITH For For
8 PETER VAN CAMP For For
2. TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2013.
3. TO APPROVE BY A NON-BINDING ADVISORY Management Abstain Against
VOTE THE COMPENSATION OF THE
COMPANY'S NAMED EXECUTIVE OFFICERS.
4. TO APPROVE AN AMENDMENT TO OUR Management For For
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO PERMIT HOLDERS OF
RECORD OF AT LEAST TWENTY-FIVE
PERCENT (25%) OF THE VOTING POWER OF
OUR OUTSTANDING CAPITAL STOCK TO
TAKE ACTION BY WRITTEN CONSENT.
AMC NETWORKS INC
SECURITY 00164V103 MEETING TYPE Annual
TICKER SYMBOL AMCX MEETING DATE 06-Jun-2013
ISIN US00164V1035 AGENDA 933804165 - 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 CARL E. VOGEL For For
5 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 2013
STARZ
SECURITY 85571Q102 MEETING TYPE Annual
TICKER SYMBOL STRZA MEETING DATE 06-Jun-2013
ISIN US85571Q1022 AGENDA 933815473 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. DIRECTOR Management
1 GREGORY B. MAFFEI For For
2 IRVING L. AZOFF For For
3 SUSAN M. LYNE For For
2. THE SAY-ON-PAY PROPOSAL, TO APPROVE, Management Abstain Against
ON AN ADVISORY BASIS, THE
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
3. 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.
4. A PROPOSAL TO AMEND AND RESTATE THE Management For For
CURRENT CHARTER TO RECAPITALIZE THE
COMPANY BY DELETING THE PROVISIONS
RELATING TO OUR COMPANY'S CAPITAL
AND STARZ TRACKING STOCK GROUPS.
5. A PROPOSAL TO AMEND AND RESTATE THE Management For For
CURRENT CHARTER TO RECAPITALIZE OUR
COMPANY BY CREATING A NEW CLASS OF
OUR COMPANY'S COMMON STOCK, WHICH
IS DIVIDED INTO THREE SERIES.
6. A PROPOSAL TO AMEND AND RESTATE THE Management For For
CURRENT CHARTER TO RECLASSIFY EACH
SHARE OF EACH SERIES OF OUR
COMPANY'S EXISTING LIBERTY CAPITAL
COMMON STOCK INTO ONE SHARE OF THE
CORRESPONDING SERIES OF OUR
COMPANY'S COMMON STOCK.
7. A PROPOSAL TO AMEND AND RESTATE THE Management For For
CURRENT CHARTER TO MAKE CERTAIN
CONFORMING CHANGES AS A RESULT OF
THE CHARTER PROPOSALS.
8. A PROPOSAL TO RATIFY THE SELECTION OF Management For For
KPMG LLP AS OUR INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2013.
NEWS CORPORATION
SECURITY 65248E104 MEETING TYPE Special
TICKER SYMBOL NWSA MEETING DATE 11-Jun-2013
ISIN US65248E1047 AGENDA 933811007 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. AMENDMENT TO PARENT'S RESTATED Management For For
CERTIFICATE OF INCORPORATION
CLARIFYING OUR ABILITY TO MAKE
DISTRIBUTIONS IN COMPARABLE
SECURITIES IN CONNECTION WITH
SEPARATION TRANSACTIONS, INCLUDING
THE SEPARATION.
2. AMENDMENT TO PARENT'S RESTATED Management For For
CERTIFICATE OF INCORPORATION TO
ALLOW US TO MAKE CERTAIN
DISTRIBUTIONS ON SUBSIDIARY-OWNED
SHARES AND CREATE ADDITIONAL
SUBSIDIARY-OWNED SHARES.
NEWS CORPORATION
SECURITY 65248E203 MEETING TYPE Special
TICKER SYMBOL NWS MEETING DATE 11-Jun-2013
ISIN US65248E2037 AGENDA 933811019 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. AMENDMENT TO PARENT'S RESTATED Management For For
CERTIFICATE OF INCORPORATION
CLARIFYING OUR ABILITY TO MAKE
DISTRIBUTIONS IN COMPARABLE
SECURITIES IN CONNECTION WITH
SEPARATION TRANSACTIONS, INCLUDING
THE SEPARATION.
2. AMENDMENT TO PARENT'S RESTATED Management For For
CERTIFICATE OF INCORPORATION TO
ALLOW US TO MAKE CERTAIN
DISTRIBUTIONS ON SUBSIDIARY-OWNED
SHARES AND CREATE ADDITIONAL
SUBSIDIARY-OWNED SHARES.
3. AMENDMENT TO PARENT'S RESTATED Management For For
CERTIFICATE OF INCORPORATION TO
CHANGE OUR NAME.
4. CITIZENSHIP CERTIFICATION - PLEASE Management For
MARK "YES" IF THE STOCK IS OWNED OF
RECORD OR BENEFICIALLY BY A U.S.
STOCKHOLDER, OR MARK "NO" IF SUCH
STOCK IS OWNED OF RECORD OR
BENEFICIALLY BY A NON-U.S.
STOCKHOLDER. (PLEASE REFER TO
APPENDIX B OF THE PROXY STATEMENT
FOR ADDITIONAL GUIDANCE.)
MGM RESORTS INTERNATIONAL
SECURITY 552953101 MEETING TYPE Annual
TICKER SYMBOL MGM MEETING DATE 12-Jun-2013
ISIN US5529531015 AGENDA 933810257 - 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 WILLIAM W. GROUNDS For For
6 ALEXIS M. HERMAN For For
7 ROLAND HERNANDEZ For For
8 ANTHONY MANDEKIC For For
9 ROSE MCKINNEY JAMES For For
10 JAMES J. MURREN For For
11 GREGORY M. SPIERKEL For For
12 DANIEL J. TAYLOR For For
2. TO RATIFY THE SELECTION OF THE Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2013.
3. TO APPROVE, ON AN ADVISORY BASIS, THE Management Abstain Against
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
4. TO RE-APPROVE THE MATERIAL TERMS OF Management For For
THE PERFORMANCE GOALS UNDER THE
AMENDED AND RESTATED 2005 OMNIBUS
INCENTIVE PLAN.
INVESTMENT AB KINNEVIK, STOCKHOLM
SECURITY W4832D110 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 18-Jun-2013
ISIN SE0000164626 AGENDA 704539533 - 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 Extraordinary General Meeting Non-Voting
2 Election of Chairman of the Extraordinary Non-Voting
General Meeting
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 check and Non-Voting
verify the minutes
6 Determination of whether the Extraordinary Non-Voting
General Meeting has been duly-convened
7 Offer on reclassification of Class A shares into Management No Action
Class B shares
8 Closing of the Extraordinary General Meeting Non-Voting
MASTERCARD INCORPORATED
SECURITY 57636Q104 MEETING TYPE Annual
TICKER SYMBOL MA MEETING DATE 18-Jun-2013
ISIN US57636Q1040 AGENDA 933809761 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: RICHARD Management For For
HAYTHORNTHWAITE
1B. ELECTION OF DIRECTOR: AJAY BANGA Management For For
1C. ELECTION OF DIRECTOR: SILVIO BARZI Management For For
1D. ELECTION OF DIRECTOR: DAVID R. Management For For
CARLUCCI
1E. ELECTION OF DIRECTOR: STEVEN J. Management For For
FREIBERG
1F. ELECTION OF DIRECTOR: NANCY J. KARCH Management For For
1G. ELECTION OF DIRECTOR: MARC OLIVIE Management For For
1H. ELECTION OF DIRECTOR: RIMA QURESHI Management For For
1I. ELECTION OF DIRECTOR: JOSE OCTAVIO Management For For
REYES LAGUNES
1J. ELECTION OF DIRECTOR: MARK SCHWARTZ Management For For
1K. ELECTION OF DIRECTOR: JACKSON P. TAI Management For For
1L. ELECTION OF DIRECTOR: EDWARD SUNING Management For For
TIAN
2. ADVISORY APPROVAL OF THE COMPANY'S Management Abstain Against
EXECUTIVE COMPENSATION
3. RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
WEATHERFORD INTERNATIONAL LTD
SECURITY H27013103 MEETING TYPE Annual
TICKER SYMBOL WFT MEETING DATE 20-Jun-2013
ISIN CH0038838394 AGENDA 933820753 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. APPROVE THE 2012 ANNUAL REPORT, THE Management For For
CONSOLIDATED FINANCIAL STATEMENTS
FOR FISCAL YEAR 2012 AND THE
STATUTORY FINANCIAL STATEMENTS OF
WEATHERFORD INTERNATIONAL LTD. FOR
FISCAL YEAR 2012.
2. DISCHARGE THE BOARD OF DIRECTORS Management For For
AND EXECUTIVE OFFICERS FROM LIABILITY
UNDER SWISS LAW FOR THE YEAR ENDED
DECEMBER 31, 2012.
3A. ELECTION OF DIRECTOR: BERNARD J. Management For For
DUROC-DANNER
3B. ELECTION OF DIRECTOR: NICHOLAS F. Management For For
BRADY
3C. ELECTION OF DIRECTOR: DAVID J. BUTTERS Management For For
3D. ELECTION OF DIRECTOR: JOHN D. GASS Management For For
3E. ELECTION OF DIRECTOR: FRANCIS S. Management For For
KALMAN
3F. ELECTION OF DIRECTOR: WILLIAM E. Management For For
MACAULAY
3G. ELECTION OF DIRECTOR: ROBERT K. Management For For
MOSES, JR.
3H. ELECTION OF DIRECTOR: GUILLERMO ORTIZ Management For For
3I. ELECTION OF DIRECTOR: EMYR JONES Management For For
PARRY
3J. ELECTION OF DIRECTOR: ROBERT A. RAYNE Management For For
4. RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM AND ELECT KPMG AG AS
OUR SWISS STATUTORY AUDITOR.
5. APPROVE AMENDMENTS TO Management For For
WEATHERFORD'S ARTICLES OF
ASSOCIATION TO AUTHORIZE ISSUABLE
AUTHORIZED SHARE CAPITAL IN AN
AMOUNT EQUAL TO 18.22% OF CURRENT
STATED CAPITAL AND GRANT AN
AUTHORIZATION OF THE BOARD OF
DIRECTORS TO ISSUE SHARES FROM
AUTHORIZED SHARE CAPITAL FOR THE
PERIOD FROM JUNE 20, 2013 TO JUNE 20,
2015.
6. ADOPT AN ADVISORY RESOLUTION Management Abstain Against
APPROVING THE COMPENSATION OF THE
NAMED EXECUTIVE OFFICERS.
WEATHERFORD INTERNATIONAL LTD
SECURITY H27013103 MEETING TYPE Annual
TICKER SYMBOL WFT MEETING DATE 20-Jun-2013
ISIN CH0038838394 AGENDA 933844575 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. APPROVE THE 2012 ANNUAL REPORT, THE Management For For
CONSOLIDATED FINANCIAL STATEMENTS
FOR FISCAL YEAR 2012 AND THE
STATUTORY FINANCIAL STATEMENTS OF
WEATHERFORD INTERNATIONAL LTD. FOR
FISCAL YEAR 2012.
2. DISCHARGE THE BOARD OF DIRECTORS Management For For
AND EXECUTIVE OFFICERS FROM LIABILITY
UNDER SWISS LAW FOR THE YEAR ENDED
DECEMBER 31, 2012.
3A. ELECTION OF DIRECTOR: BERNARD J. Management For For
DUROC-DANNER
3B. ELECTION OF DIRECTOR: NICHOLAS F. Management For For
BRADY
3C. ELECTION OF DIRECTOR: DAVID J. BUTTERS Management For For
3D. ELECTION OF DIRECTOR: JOHN D. GASS Management For For
3E. ELECTION OF DIRECTOR: FRANCIS S. Management For For
KALMAN
3F. ELECTION OF DIRECTOR: WILLIAM E. Management For For
MACAULAY
3G. ELECTION OF DIRECTOR: ROBERT K. Management For For
MOSES, JR.
3H. ELECTION OF DIRECTOR: GUILLERMO ORTIZ Management For For
3I. ELECTION OF DIRECTOR: EMYR JONES Management For For
PARRY
3J. ELECTION OF DIRECTOR: ROBERT A. RAYNE Management For For
4. RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM AND ELECT KPMG AG AS
OUR SWISS STATUTORY AUDITOR.
5. APPROVE AMENDMENTS TO Management For For
WEATHERFORD'S ARTICLES OF
ASSOCIATION TO AUTHORIZE ISSUABLE
AUTHORIZED SHARE CAPITAL IN AN
AMOUNT EQUAL TO 18.22% OF CURRENT
STATED CAPITAL AND GRANT AN
AUTHORIZATION OF THE BOARD OF
DIRECTORS TO ISSUE SHARES FROM
AUTHORIZED SHARE CAPITAL FOR THE
PERIOD FROM JUNE 20, 2013 TO JUNE 20,
2015.
6. ADOPT AN ADVISORY RESOLUTION Management Abstain Against
APPROVING THE COMPENSATION OF THE
NAMED EXECUTIVE OFFICERS.
KIKKOMAN CORPORATION
SECURITY J32620106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Jun-2013
ISIN JP3240400006 AGENDA 704561439 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
Please reference meeting materials. Non-Voting
1 Approve Appropriation of Surplus Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
3 Appoint a Corporate Auditor Management For For
4 Appoint a Substitute Corporate Auditor Management For For
5 Decide the Gratis Allotment of New Share Management Against Against
Subscription Rights for the Takeover Defense
Measure
SPRINT NEXTEL CORPORATION
SECURITY 852061100 MEETING TYPE Special
TICKER SYMBOL S MEETING DATE 25-Jun-2013
ISIN US8520611000 AGENDA 933817643 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1. ADOPTION OF THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF OCTOBER 15,
2012, AS AMENDED ON NOVEMBER 29, 2012,
APRIL 12, 2013 AND JUNE 10, 2013 (THE
"MERGER AGREEMENT") AMONG SOFTBANK
CORP., STARBURST I, INC., STARBURST II,
INC., STARBURST III, INC., AND SPRINT
NEXTEL CORPORATION.
2. APPROVAL, BY A NON-BINDING ADVISORY Management Abstain Against
VOTE, OF CERTAIN COMPENSATION
ARRANGEMENTS FOR SPRINT NEXTEL
CORPORATION'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE
MERGER CONTEMPLATED BY THE MERGER
AGREEMENT.
3. APPROVAL OF ANY MOTION TO POSTPONE Management For For
OR ADJOURN THE SPRINT NEXTEL
CORPORATION SPECIAL STOCKHOLDERS'
MEETING, IF NECESSARY TO SOLICIT
ADDITIONAL PROXIES TO APPROVE
PROPOSAL 1.
YAHOO! INC.
SECURITY 984332106 MEETING TYPE Annual
TICKER SYMBOL YHOO MEETING DATE 25-Jun-2013
ISIN US9843321061 AGENDA 933818544 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: JOHN D. HAYES Management For For
1B. ELECTION OF DIRECTOR: SUSAN M. JAMES Management For For
1C. ELECTION OF DIRECTOR: MAX R. LEVCHIN Management For For
1D. ELECTION OF DIRECTOR: PETER LIGUORI Management For For
1E. ELECTION OF DIRECTOR: DANIEL S. LOEB Management For For
1F. ELECTION OF DIRECTOR: MARISSA A. Management For For
MAYER
1G. ELECTION OF DIRECTOR: THOMAS J. Management For For
MCINERNEY
1H. ELECTION OF DIRECTOR: MAYNARD G. Management For For
WEBB, JR.
1I. ELECTION OF DIRECTOR: HARRY J. WILSON Management For For
1J. ELECTION OF DIRECTOR: MICHAEL J. WOLF Management For For
2. APPROVAL, ON AN ADVISORY BASIS, OF Management Abstain Against
THE COMPANY'S EXECUTIVE
COMPENSATION.
3. RATIFICATION OF THE APPOINTMENT OF Management For For
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
4. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
SOCIAL RESPONSIBILITY REPORT, IF
PROPERLY PRESENTED AT THE ANNUAL
MEETING.
5. SHAREHOLDER PROPOSAL REGARDING Shareholder Against For
POLITICAL DISCLOSURE AND
ACCOUNTABILITY, IF PROPERLY
PRESENTED AT THE ANNUAL MEETING.
COINSTAR, INC.
SECURITY 19259P300 MEETING TYPE Annual
TICKER SYMBOL CSTR MEETING DATE 27-Jun-2013
ISIN US19259P3001 AGENDA 933826680 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: NORA M. DENZEL Management For For
1B. ELECTION OF DIRECTOR: RONALD B. Management For For
WOODARD
2. AMENDMENT OF THE RESTATED Management For For
CERTIFICATE OF INCORPORATION TO
CHANGE THE NAME OF THE COMPANY TO
OUTERWALL INC.
3. ADVISORY RESOLUTION TO APPROVE THE Management Abstain Against
COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
4. RATIFICATION OF APPOINTMENT OF KPMG Management For For
LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
BED BATH & BEYOND INC.
SECURITY 075896100 MEETING TYPE Annual
TICKER SYMBOL BBBY MEETING DATE 28-Jun-2013
ISIN US0758961009 AGENDA 933837811 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
------- ------------------------------------------------------ ----------- -------------- -----------
1A. ELECTION OF DIRECTOR: WARREN Management For For
EISENBERG
1B. ELECTION OF DIRECTOR: LEONARD Management For For
FEINSTEIN
1C. ELECTION OF DIRECTOR: STEVEN H. Management For For
TEMARES
1D. ELECTION OF DIRECTOR: DEAN S. ADLER Management For For
1E. ELECTION OF DIRECTOR: STANLEY F. Management For For
BARSHAY
1F. ELECTION OF DIRECTOR: KLAUS EPPLER Management For For
1G. ELECTION OF DIRECTOR: PATRICK R. Management For For
GASTON
1H. ELECTION OF DIRECTOR: JORDAN HELLER Management For For
1I. ELECTION OF DIRECTOR: VICTORIA A. Management For For
MORRISON
2. RATIFICATION OF THE APPOINTMENT OF Management For For
KPMG LLP.
3. TO APPROVE, BY NON-BINDING VOTE, THE Management Abstain Against
2012 COMPENSATION PAID TO THE
COMPANY'S NAMED EXECUTIVE OFFICERS.
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 Value 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.