UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORED OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file numbers 333-40819 and 811-08507
IRONWOOD SERIES TRUST
Two Portland Square
Portland, Maine 04101
207-879-1900
David Faherty
Citigroup Fund Services, LLC
Two Portland Square
Portland, Maine 04101
Date of fiscal year end: December 31, 2007
Date of reporting period: July 1, 2006 - June 30, 2007
PROXY LOG - VOTES FOR AND AGAINST
DID FOR/
PROPOSED FUND HOW AGAINST
SECURITY TICKER CUSIP MTG DATE MATTER VOTED ON BY VOTE VOTED MGMT
- -------- ------ --------- ---------- --------------------------------------------- ---------- ---- ------- -------
Petrohawk hk 716495106 7/12/2006 1. Ratify Board of Directors. Management Yes For For
2. Approve and adopt merger. Management Yes For For
3. Amend certificate of incorporation. Management Yes For For
4. Proposal amend and restated 2004 employee Management Yes For For
incentive plan.
5. Amend company's 2004 non-employee Management Yes For For
director incentive plan.
Magnetek, Inc. mag 559424106 10/25/2006 1. Ratify Board of Directors. Management Yes For For
2. Ratify appt of Ernst & Young LLP as co's Management Yes For For
public accounting firm for FY 2007.
3. Approval of 2nd Amendment to Magnetek, Management Yes For For
Inc. Amended & Restated Director
Compensation & Deferral Investment Plan.
Aleris ars 14477103 12/14/2006 1. Approval and adoption of the agreement Management Yes For For
International, and plan of merger dated as of August 7,
Inc. 2006, by and among Aurora Acquisition
Holdings, Inc, Aurora Acquisition Merger
Sub., Inc. and Aleris International, Inc.
2. Approval of an adjournment or Management Yes For For
postponement of the special meeting of
stockholders, if necessary or appropriate,
to solicit additional proxies if there are
insufficient votes at the time of the
special meeting to approve and adopt the
agreement and plan of merger.
Eastern Insurance eihi 276534104 12/18/2006 1. Approval and adoption of the Eastern Management Yes For For
Holding, Inc. Insurance Holdings, Inc. 2006 stock
incentive plan.
Danka Business danky 236277109 12/19/2006 Management Yes For For
Systems PLC 1. Re-elect A.D. Frazier as a Director.
2. Re-elect Jamie W. Ellertson as a Director. Management Yes Against Against
3. Re-elect J. Ernest Riddle as a Director. Management Yes Against Against
4. To re-appoint the auditors and authorize Management Yes For For
the board of directors, or a duly appointed
committee thereof, to fix their remuneration.
5. To approve the directors' remuneration Management Yes For For
report for the year ended 31st March, 2006.
Broadwing bwng 11161e101 1/3/2007 1. To approve and adopt the merger Management Yes For For
Corporation agreement, dated as of October 16, 2006, as
amended, among Level 3 Communications, Inc.,
Level 3 Services, LLC, Level 3 Colorado,
Inc. and Broadwing, and to approve the
merger pursuant to the merger agreement.
2. To approve the amendment and restatement Management Yes For For
of Broadwing's employee stock purchase plan.
3. Such other matters as may properly come Management Yes For For
before the meeting or any adjournment or
postponement thereof.
Sirna Therapeutics, rnai 829669100 12/28/2006 1. To adopt the agreement and plan of Management Yes For For
Inc. merger, dated as of October 30, 2006, by and
among Merck & Co., Inc. A New Jersey
Corporation, Spinnaker Acquisition Corp., a
Delaware corporation and wholly-owned
subsidiary of Merck, and Sirna Therapeutics,
Inc.
2. To grant discretionary authority to Management Yes For For
adjourn the Sirna special meeting to another
time or place for the purpose of soliciting
additional proxies with respect to the
merger agreement.
Newpark Resources nr 651718504 12/28/2006 1. Directors recommend: a vote for election Management Yes For For
of the following nominees: 01-David C.
Anderson; 02 - Jerry W. box, 03 - Paul L.
Howes 04 - David P. Hunt, 05 - Alan J.
Kaufman, 06-James W. McFarland, 07-Roger C.
Stull, 08-F. Walker Tucei, jr. 09-Gary L.
Warren.
2. Proposal to approve adoption of the 2006 Management Yes For For
Equity incentive plan.
3. Proposal to approve an amendment of the Management Yes For For
1999 employee stock purchase plan to
increase the authorized number of shares of
common stock that can be purchased by
employees under that plan by 500,000 to
1,000,000.
4. Proposal to ratify the selection of Ernst Management Yes For For
& Young LLP as independent auditors.
DANKA Business danky 236277109 1/19/2007 Ordinary resolution to approve the sale of Management Yes For For
Systems, PLC the company's European business in
accordance with the share purchase agreement
between the company and certain of its
subsidiaries and Ricoh Europe b.v. dated as
of October 12, 2006.
Analogic Corporation alog 32657207 1/29/2007 1. A vote for the election of the following Management Yes Withhd. Against
nominees 01-Bernard M. Gordon, 02 - John A.
Tarello.
2. To approve the company's 2007 Stock Management Yes Against Against
option plan.
3. To approve the company's 2007 restricted Management Yes Against Against
stock plan.
Softbrands, Inc. sbn 83402a107 2/5/2007 1. A vote for election of the following Management Yes For For
nominees 02-W. Douglas Lewis, 02-jeffrey
Vorholt.
2. To approve an amendment to the 2001 stock Management Yes For For
incentive plan to increase authorized shares
by 1,500,000.
Softbrands, Inc. sbn 83402A107 1/31/2007 1. A vote for election of the following Management Yes For For
nominees 01- Douglas Lewis, 02. Jeffrey
Vorholt.
2. To approve an amendment to the 2001 stock Management Yes For For
incentive plan to increase authorized shares
by 1,500,000.
Actividentity Corp acti 00506P103 2/12/2007 1. A vote for election of the following Management Yes For For
nominees 01 - James W. Frankola, 02 - Jason
Hart, 03 - Richard Am Kashnow,
04 - James E. Ously, 05 - Richard White.
2. To approve the amendment to the company's Management Yes For For
2004 equity incentive plan to increase the
number of shares for issuance under such
plan by 4,000,000 shares.
3. Ratification of BDO Seidaman, LLP as Management Yes For For
independent public accountants for the
fiscal year ending September 30, 2007.
Williams Controls, wmco 969465608 2/28/2007 1. A vote for election of the following Management Yes For N/A
INC. nominees 01 - Patrick W. Cavanagh, 02 - R.
Eugene Goodson, 03 - Samuel H. Greenawalt,
04 - Douglas E. Hailey, 05 - Carlos P.
Salas, 07 - Donn J. Viola.
Ico, INC. icoc 449293109 3/5/2007 1. A vote for election of the following Management Yes For For
nominees 01 - Gregory T. Barmore, 02 - A.
John Knapp, 03 - Charles T. Mccord III, 04 -
Eric O. English.
Due to an internal 2. The ratification of the amendment to and Management Yes For For
admin oversight restatement of the fourth amended and
proxies rep 5,900 restated ICO, INC. 1998 stock option plan.
shares of Ico
were not timely
voted.
Omnova Solutions 682129101 3/22/2007 1. A vote for election of the following Management Yes For For
INC. nominees 01 - David J. Dantoni, 02 - Diane
E. Mcgarry, 03 - Steven W. Percy.
2. Ratification of the appointment of Ernst Management Yes For For
& Young LLP as the company's independent
registered public accounting firm for the
fiscal year ended November 30, 2007.
3. Approval of the Omnova Solutions INC. Management Yes For For
second amended and restated 1999 equity and
performance incentive plan.
Hooker Furniture hoft 439038100 3/22/2007 1. A vote for election of the following Management Yes For For
Corporation nominees 01 - Paul B. Toms, Jr., 02 - W.C.
Beller, Jr., 03 - John L. Gregory, III, 04 -
Mark F. Schreiber, 05 - David G. Sweet, 06 -
H.G. Williamson, Jr.
Hooker Furniture hoft 439038100 3/22/2007 1. A vote for election of the following Management Yes For For
Corporation nominees 01 - Paul B. Toms, Jr. 02 - W.C.
Beeler, Jr., 03 - John L. Gregery,III,
04 - Mark P. Schreiber, 05 - David G, Sweet,
06 - H.G. Williamson, Jr.
Page 1
PROXY LOG - VOTES FOR AND AGAINST
DID FOR/
PROPOSED FUND HOW AGAINST
SECURITY TICKER CUSIP MTG DATE MATTER VOTED ON BY VOTE VOTED MGMT
- -------- ------ --------- --------- --------------------------------------------- ---------- ---- -------- -------
U.S.I Holdings usih 90333H101 3/29/2007 1. Adoption of the agreement and plan of Management Yes For For
Corporation merger, dated as of January 15, 2007, by and
among USI Holdings Corporation, Compass
Acquisition Holdings Corp. and Compass
Merger Sub INC.
2. Approval of the adjournment of the Management Yes For For
special meeting, if necessary of
appropriate, to solicit additional proxies
if there are insufficient votes at the time
of the meeting to adopt the merger agreement.
Dynegy INC. dyn 26816Q101 3/28/2007 1. Adopt the merger agreement, by and among Management Yes For For
Dynegy Inc., Dynegy Acquisition, Inc.,
Falcon Merger Sub Co., LSP Gen Investors,
L.P., LS Power Partners, L.P., LS Power
Equity Partners Pie I, L.P., LS Power Equity
Partners, L.P. and LS Power Associates, L.P.
and to approve the merger of merger sub with
and into Dynegy Inc., all as more fully
described in the proxy statement.
Westaff, Inc. wstf 957070105 4/18/2007 1. A vote for election of the following Management Yes For For
nominees 01 - Particia M. Newman.
Chemtura Corporation cem 163893100 4/25/2007 1. A vote for election of the following Management Yes For For
nominees 01 - Martin M. Hale, 02 - C.A.
(Lance) Piccolo, 03 - Bruce F. Wesson.
Olin Corporation oln 680665205 4/26/2007 1. A vote for election of the following Management Yes For For
nominees 01 - C. Robert Bunch, 02 - Randall
W. Larrimore, 03 - Anthony W. Ruggiero.
2. Ratification of appointment of Management Yes For For
independent registered public accounting
firm.
A.M. Castle & Co. cas 148411101 4/26/2007 1. A vote for election of the following Management Yes For For
nominees 01 - Brian P. Anderson, 02 - Thomas
A. Donahoe, 03 - Ann M. Drake, 04 - Michael
H. Goldberg, 05 - William K. Hall, 06 -
Robert S. Hamada, 07 - Patrick J. Herbert
III, 08 - Pamela Forbes Lieberman, 09 - John
McCartney, 10 - Michael Simpson.
Aquila, Inc. ila 03840P102 5/2/2007 1. A vote for election of the following Management Yes WH NA
nominees 01 - Irivine O. Hockaday, Jr., 02 -
Heidi E. Hutter, 03 - Dr. S.O. Ikenberry.
2. Ratification of appointment of KPMG LLP Management Yes For For
as independent auditors for 2007.
Proliance pli 74340R104 5/3/2007 1. A vote for election of the following Management Yes WH NA
International, nominees 01 - James R. Rulseh, 02 - F. Alan
Inc. Smith.
2. Appointment of BDO Seidman, LLP as Management Yes For For
Proliances's independent registered public
accounting firm.
CE Franklin LTD. cfk 125151100 5/2/2007 1. A vote for election of the following Management Yes For For
nominees as outlined in information circular.
2. Appointment of PricewaterhouseCoopers Management Yes For For
LLP, chartered accountants, Calgary, Alberta
as auditors of the corporation at such
remuneration to be fixed by the board of
directors.
3. To approve amendments to the Management Yes For For
corporation's stock option plan as more
particularly described in the corporation's
information circular.
PMA Capital pmaca 693419202 5/4/2007 1. Vote for Officers: 01 - Patricia A. Management Yes Withhold Against
Corporation Drago; 02 - J. Gergory Driscoll, 03 -
Richard Luttenski, 05 - Neal C. Schneider.
2. Approval of 2007 Omnibus Incentive Management Yes Against Against
Compensation Plan.
3. Ratification of Beard Miler Company LLP Management Yes For For
as independent auditors for 2007.
Tempur-Pedic tpx 88023U101 5/7/2007 1. Vote for election of following: 01 - H. Management Yes For For
International Thomas Bryant, 02 - Francis A. Doyle, 03 -
Peter K. Hoffman, 04 - Sir Paul Judge, 05 -
Nancy F. Koehn, 06 - Christopher A. Masto,
07 - P. Andrews McLane, 08 - Robert B.
Trussell Jr.
2. Ratification of Ernst & Young LLP as Management Yes For For
Independent Auditors.
Polyone Corporation pol 73179P106 5/10/2007 1. A vote for election of the following Management Yes For For
nominees 01 - J. Douglas Campbell, 02 -
Carol A. Cartwright, 03 - Gale Duff-Bloom,
04 - Richard H. Fearon, 05 - Robert A.
Garda, 06 - Gordon D. Harnett, 07 - Edward
J. Mooney, 08 - Stephen D. Newlin, 09 -
Farah M. Walters.
2. Proposal to ratify the appointment of Management Yes For For
Ernst & Young LLP as polyone's independent
registered public accounting firm for the
year ending December 31, 2007.
Arch Capital Group acgl G0450A105 5/11/2007 1. A vote for election of the following Management Yes For For
LTD nominees 01 - Wolfe"Bill" H. Bragin, 02 -
John L. Bunce, Jr., 03 - Sean D. Carney.
04 - James J. Ansaldi, 05 - Graham B.
Collis, 06 - Marc Grandisson, 07 - W.
Preston Hutchings, 08 - Constantine Iordanou,
09 - Raloh E. Jones III, 10 - Thomas G.
Kaiser, 11 - Mark D. Lyons, 12 - Nicholas J.
Metcalf, 13 - Marin J. Nilsen,
14 - Nicolas Papasopoulo, 15 - Michael
Quinn, 16 - Maamoun Rajeh, 17 - Paul S.
Robotham, 18 - Robert T. Van Gieson,
19 - John D. Vollaro.
2. To approve the arch capital group LTD. Management Yes For For
2007 long term incentive and share award
plan as set forth in an appendix to , and as
described in, the enclosed proxy statement.
3. To approve the arch capital group LTD. Management Yes For For
2007 employee share purchase plan.
4. To appoint PricewaterhouseCoopers LLP as Management Yes For For
the company's independent registered public
accounting firm for the fiscal year ending
31-Dec-07.
Eastern Insurance eihi 276534104 5/16/2007 1. Election of the following: Lawrence W. Management Yes For For
Holdings, Inc. Bitner, Bruce M. Eckhert, John O. Shirk,
Lloyd Snyder III.
2. Proposal to ratify the appointment of Management Yes For For
PricewaterhouseCoopers LLP as the
independent auditor of Eastern Insurance
Holdings, Inc. for the fiscal year ending
December 31, 2007.
Gevity Hr, Inc. 374393106 5/16/2007 1. A vote for election of the following Management Yes For For
nominees 01 - Erik Vonk, 02 - George B.
Beitzel, 03 - Darcy E. Bradbury, 04 - Paul
R. Daoust,
05 - Jonathan H. Kagan, 06 - David S. Katz,
07 - Michael J. Lavington, 08 - Jeffrey A.
Sonnenfeld, 09 - Daniel J. Sullivan.
Page 2
PROXY LOG - VOTES FOR AND AGAINST
DID FOR/
MTG PROPOSED FUND HOW AGAINST
SECURITY TICKER CUSIP DATE MATTER VOTED ON BY VOTE VOTED MGMT
- -------- ------ --------- --------- -------------------------------------------- ---------- ---- -------- --------
The Hanover thg 410867105 5/15/2007 1. Election of following directors for a Management Yes For For
Insurance Group three year term ending 2010: 01- Michael P.
Inc. Angelini, 02 - P. Kevin Condron, 03 - Neal
F. Finnegan.
2. Ratification of the appointment of Management Yes For For
PricewaterhouseCoopers LLP as the
independent registered public accounting
firm of the Hanover Insurance Group, Inc.
for 2007.
Iomega Corporation. iom 462030305 5/23/2007 1. A vote for election of nominees. Management Yes For For
2. To approve the 2007 stock incentive plan. Management Yes Against Against
3. To ratify the selection of independent Management Yes For For
accountants for fiscal year 2007.
Citizens First ctzn 17461R106 5/24/2007 Management Yes For For
Bancorp, Inc. 1. A vote for election of nominees.
2. To ratify the appointment of BDO Seidman Management Yes For For
LLP as independent registered public
accounting firm for the company for the
fiscal year ending December 31, 2007.
Level 3 lvtl 52729N100 5/24/2007 Management Yes For For
Communications,
Inc. 1. A vote for election of nominees.
2. To approve the granting to the level 3 Management Yes For For
board of directors of discretionary
authority to amend level 3's restated
certificate of incorporation to effect a
reverse stock split at one of four ratios.
3. To authorize the transaction of such Management Yes For For
other business as may properly come before
the annual meeting or any adjournments or
postponements thereof.
4. Stockholder proposal to eliminate Management Yes For For
supermajority provisions in the level 3
restated certificate of incorporation and
by-law.
4Kids kde 350865101 5/25/2007 Management Yes Withhold Withhold
Entertainment,
Inc. 1. A vote for election of nominees.
2. Proposal to approve the ratification of Management Yes For For
the appointment of Eisner LLP as 4Kids'
Independent auditors for the fiscal year
ending 31-Dec-07.
3. Proposal to approve the 4Kids 2007 Management Yes Against Against
long-term incentive compensation plan.
4. In their discretion, the proxies are Management Yes Against Against
authorized to vote upon such other business
as may properly come before the meeting or
any adjournment or adjournments thereof.
Chiquita Brands cqb 170032809 5/24/2007 Management Yes Withhold Withhold
International,
Inc. 1. A vote for election of nominees.
2. Ratify the appointment of Ernst & Young Management Yes For For
LLP as the company's independent auditors.
Novagold Resources ng 66987E206 5/29/2007 Management Yes For For
Inc. 1. Vote for election of Directors.
2. Appointment of PricewaterhouseCoopers Management Yes For For
LLP, chartered accountants, as auditors of
the corporation for the ensuing year and
authorizing the directors to fix their
remuneration.
3. To ratify and approve the shareholder Management Yes For For
rights plan agreement.
4. To amend the 2004 stock option plan. Management Yes For For
5. To ratify and approve the performance Management Yes For For
share unit plan.
Gene Logic, Inc. glgc 368689105 6/7/2007 1. A vote for election of nominees. Management Yes For For
2. To ratify selection of Ernst & Young LLP Management Yes For For
as the company's independent registered
public accounting firm for the fiscal year
ending Dec. 31, 2007.
Newpark Resources, nr 651718504 6/13/2007 Management Yes For For
Inc. 1. A vote for election of nominees.
2. Proposal to approve an amendment and Management Yes For For
restatement of the 2004 non-employee
directors' stock option plan (to be known as
the non-employee directors' equity incentive
plan), to permit grants of restricted shares
under that plan.
3. Proposal to ratify the selection of Ernst Management Yes For For
& Young LLP as independent auditors.
Ariad aria 04033A100 6/19/2007 Management Yes For For
Pharmaceuticals,
Inc. 1. A vote for election of nominees.
2. The audit committee of the board of Management Yes For For
directors has selected Deloitte * Touche LLP
to be our independent registered public
accounting firm for the year ending Dec. 31,
2007. The board of directors has ratified
this selection. Deloitte & Touche LLP has
served as out independent registered public
accounting firm since 1991.
Novavax, Inc. nvax 670002104 6/20/2007 1. A vote for election of nominees. Management Yes For For
2. To increase the number of shares of the Management Yes Against Against
company's common stock available for
issuance under the Novavax, Inc. 2005 stock
incentive plan by 3,000,000 shares.
3. To transact such other business as any Management Yes For For
properly come before the meeting or any
adjournment thereof.
Durect Corporation. drrx 266605104 6/26/2007 1. A vote for election of nominees. Management Yes For For
2. the appointment of Ernst & Young LLP as Management Yes For For
independent registered public accounting
firm.
Material Sciences msc 576674105 6/27/2007 Management Yes Withhold Against
Corporation. 1. A vote for election of nominees.
2. To ratify the appointment of Deloitte & Management Yes For For
Touche LLP as the companys independent
auditors for the fiscal year ending Feb. 29,
2007.
3. To approve the 2007 employee stock Management Yes Against Against
purchase plan.
4. To approve the 2007 incentive plan. Management Yes Against Against
Westaff, Inc. wstf 957070105 6/29/2007 1. A vote for election of nominees. Management Yes For For
2. Proposal to amend the compnay's Management Yes For For
certificate of incorporation.
Material Sciences msc 576674105 6/27/2007 Management Yes Withhold Against
Corporation. 1. A vote for election of nominees.
2. To ratify the appointment of Deloitte & Management Yes For For
Touche LLP as the company's independent
auditors for the fiscal year ending Feb. 29,
2007.
3. To approve the 2007 employee stock Management Yes Against Against
purchase plan.
4. To approve the 2007 incentive plan. Management Yes Against Against
Management Yes For For
Management Yes For For
Management Yes For Against
Management Yes For Against
Management Yes Against For
Page 3
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.
IRONWOOD SERIES TRUST
By: /s/ Warren J. Isabelle
------------------------------
Warren J. Isabelle, President
Date: 08/30/07