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