================================================================================ 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: 811-2514 ----------------- ING VARIABLE FUNDS (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) ----------------- 7337 E. DOUBLETREE RANCH ROAD SCOTTSDALE, AZ 85258 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (NAME AND ADDRESS OF AGENT FOR SERVICE) WITH COPIES TO: THERESA K. KELETY, ESQ. PHILIP H. NEWMAN, ESQ. ING INVESTMENTS, LLC GOODWIN PROCTER, LLP 7337 E. DOUBLETREE RANCH ROAD EXCHANGE PLACE SCOTTSDALE, AZ 85258 53 STATE STREET BOSTON, MA 02109 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (800) 992-0180 ----------------- Date of fiscal year end: December 31 Date of reporting period: July 1, 2009 - June 30, 2010 ================================================================================ Item 1. Proxy Voting Record ******************************* FORM N-PX REPORT ******************************* ICA File Number: 811-02514 Reporting Period: 07/01/2009 - 06/30/2010 ING Variable Funds ======================= ING Growth and Income Portfolio ======================== ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 23, 2010 Meeting Type: Annual Record Date: FEB 24, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R.J. Alpern For For Management 1.2 Elect Director R.S. Austin For For Management 1.3 Elect Director W.M. Daley For Withhold Management 1.4 Elect Director W.J. Farrell For Withhold Management 1.5 Elect Director H.L. Fuller For Withhold Management 1.6 Elect Director W.A. Osborn For Withhold Management 1.7 Elect Director D.A.L. Owen For For Management 1.8 Elect Director R.S. Roberts For For Management 1.9 Elect Director S.C. Scott, III For For Management 1.10 Elect Director W.D. Smithburg For Withhold Management 1.11 Elect Director G.F. Tilton For For Management 1.12 Elect Director M.D. White For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings - -------------------------------------------------------------------------------- AETNA INC. Ticker: AET Security ID: 00817Y108 Meeting Date: MAY 21, 2010 Meeting Type: Annual Record Date: MAR 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Frank M. Clark For For Management 2 Elect Director Betsy Z. Cohen For For Management 3 Elect Director Molly J. Coye For For Management 4 Elect Director Roger N. Farah For For Management 5 Elect Director Barbara Hackman Franklin For For Management 6 Elect Director Jeffrey E. Garten For For Management 7 Elect Director Earl G. Graves For For Management 8 Elect Director Gerald Greenwald For For Management 9 Elect Director Ellen M. Hancock For For Management 10 Elect Director Richard J. Harrington For For Management 11 Elect Director Edward J. Ludwig For For Management 12 Elect Director Joseph P. Newhouse For For Management 13 Elect Director Ronald A. Williams For For Management 14 Ratify Auditors For For Management 15 Approve Omnibus Stock Plan For For Management 16 Approve Non-Employee Director Omnibus For For Management Stock Plan 17 Amend Executive Incentive Bonus Plan For For Management 18 Provide for Cumulative Voting Against Against Shareholder 19 Require Independent Board Chairman Against Against Shareholder - -------------------------------------------------------------------------------- AGCO CORPORATION Ticker: AGCO Security ID: 001084102 Meeting Date: APR 22, 2010 Meeting Type: Annual Record Date: MAR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Francisco R. Gros For For Management 1.2 Elect Director Gerald B. Johanneson For For Management 1.3 Elect Director George E. Minnich For For Management 1.4 Elect Director Curtis E. Moll For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AMGEN, INC. Ticker: AMGN Security ID: 031162100 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Dr. David Baltimore For For Management 2 Elect Director Frank J. Biondi, Jr. For For Management 3 Elect Director Francois De Carbonnel For For Management 4 Elect Director Jerry D. Choate For For Management 5 Elect Director Dr. Vance D. Coffman For For Management 6 Elect Director Frederick W. Gluck For For Management 7 Elect Director Dr. Rebecca M. Henderson For For Management 8 Elect Director Frank C. Herringer For For Management 9 Elect Director Dr. Gilbert S. Omenn For For Management 10 Elect Director Judith C. Pelham For For Management 11 Elect Director Adm. J. Paul Reason, USN For For Management (Retired) 12 Elect Director Leonard D. Schaeffer For For Management 13 Elect Director Kevin W. Sharer For For Management 14 Ratify Auditors For For Management 15 Provide Right to Act by Written Consent Against For Shareholder 16 Stock Retention/Holding Period Against Against Shareholder - -------------------------------------------------------------------------------- AMPHENOL CORPORATION Ticker: APH Security ID: 032095101 Meeting Date: MAY 26, 2010 Meeting Type: Annual Record Date: MAR 29, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stanley L. Clark For For Management 1.2 Elect Director Andrew E. Lietz For For Management 1.3 Elect Director Martin H. Loeffler For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- APACHE CORPORATION Ticker: APA Security ID: 037411105 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Eugene C. Fiedorek For For Management 2 Elect Director Patricia Albjerg Graham For For Management 3 Elect Director F.H. Merelli For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: FEB 25, 2010 Meeting Type: Annual Record Date: DEC 28, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William V. Campbell For For Management 1.2 Elect Director Millard S. Drexler For For Management 1.3 Elect Director Albert A. Gore, Jr. For For Management 1.4 Elect Director Steven P. Jobs For For Management 1.5 Elect Director Andrea Jung For For Management 1.6 Elect Director Arthur D. Levinson For For Management 1.7 Elect Director Jerome B. York For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Non-Employee Director Omnibus For For Management Stock Plan 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Ratify Auditors For For Management 6 Prepare Sustainability Report Against Against Shareholder 7 Establish Other Board Committee Against Against Shareholder - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: FEB 23, 2010 Meeting Type: Special Record Date: JAN 7, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Ticker: BAC Security ID: 060505104 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: MAR 3, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Susan S. Bies For For Management 2 Elect Director William P. Boardman For For Management 3 Elect Director Frank P. Bramble, Sr. For For Management 4 Elect Director Virgis W. Colbert For For Management 5 Elect Director Charles K. Gifford For For Management 6 Elect Director Charles O. Holliday, Jr. For For Management 7 Elect Director D. Paul Jones, Jr. For For Management 8 Elect Director Monica C. Lozano For For Management 9 Elect Director Thomas J. May For For Management 10 Elect Director Brian T. Moynihan For For Management 11 Elect Director Donald E. Powell For For Management 12 Elect Director Charles O. Rossotti For For Management 13 Elect Director Robert W. Scully For For Management 14 Ratify Auditors For For Management 15 Increase Authorized Common Stock For For Management 16 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 17 Amend Omnibus Stock Plan For For Management 18 Report on Government Service of Against Against Shareholder Employees 19 TARP Related Compensation Against Against Shareholder 20 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 21 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 22 Adopt Policy on Succession Planning Against Against Shareholder 23 Report on Collateral in Derivatives Against Against Shareholder Trading 24 Claw-back of Payments under Against Against Shareholder Restatements - -------------------------------------------------------------------------------- BHP BILLITON LIMITED (FORMERLY BHP LTD.) Ticker: BHP Security ID: 088606108 Meeting Date: NOV 26, 2009 Meeting Type: Annual Record Date: SEP 17, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for BHP Billiton Ltd and BHP Billiton Plc for the Fiscal Year Ended June 30, 2009 2 Elect Carlos Codeiro as a Director of For For Management BHP Billiton Ltd and BHP Billiton Plc 3 Elect David Crawford as a Director of For For Management BHP Billiton Ltd and BHP Billiton Plc 4 Elect Gail de Planque as a Director of For For Management BHP Billiton Ltd and BHP Billiton Plc 5 Elect Marius Kloppers as a Director of For For Management BHP Billiton Ltd and BHP Billiton Plc 6 Elect Don Argus as a Director of BHP For For Management Billiton Ltd and BHP Billiton Plc 7 Elect Wayne Murdy as a Director of BHP For For Management Billiton Ltd and BHP Billiton Plc 8 Approve KPMG Audit Plc as Auditors of For For Management BHP Billiton Plc 9 Approve Renewal of General Authority to For For Management Issue of Up to 555.97 Million Shares in BHP Billiton Plc in Connection with Its Employee Share and Incentive Schemes 10 Renew the Disapplication of Pre-Emption For For Management Rights in BHP Billiton Plc 11 Authorize Repurchase of Up To 223.11 For For Management Million Shares in BHP Billiton Plc 12.1 Approve Cancellation of Shares in BHP For For Management Billiton Plc Held by BHP Billiton Ltd on April 30, 2010 12.2 Approve Cancellation of Shares in BHP For For Management Billiton Plc Held by BHP Billiton Ltd on June 17, 2010 12.3 Approve Cancellation of Shares in BHP For For Management Billiton Plc Held by BHP Billiton Ltd on Sept. 15, 2010 12.4 Approve Cancellation of Shares in BHP For For Management Billiton Plc Held by BHP Billiton Ltd on Nov. 11, 2010 13 Approve Remuneration Report for the For For Management Fiscal Year Ended June 30, 2009 14 Approve Grant of Approximately 55,932 For For Management Deferred Shares, 223,739 Options, and 424,612 Performance Shares to Marius Kloppers, CEO, Pursuant to the Group Incentive Scheme and the Long Term Incentive Plan - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 12, 2009 Meeting Type: Annual Record Date: SEP 14, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carol A. Bartz For For Management 2 Elect Director M. Michele Burns For For Management 3 Elect Director Michael D. Capellas For For Management 4 Elect Director Larry R. Carter For For Management 5 Elect Director John T. Chambers For For Management 6 Elect Director Brian L. Halla For For Management 7 Elect Director John L. Hennessy For For Management 8 Elect Director Richard M. Kovacevich For For Management 9 Elect Director Roderick C. McGeary For For Management 10 Elect Director Michael K. Powell For For Management 11 Elect Director Arun Sarin For For Management 12 Elect Director Steven M. West For For Management 13 Elect Director Jerry Yang For For Management 14 Amend Omnibus Stock Plan For For Management 15 Amend Qualified Employee Stock Purchase For For Management Plan 16 Ratify Auditors For For Management 17 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights 18 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 19 Report on Internet Fragmentation Against Against Shareholder - -------------------------------------------------------------------------------- COACH, INC. Ticker: COH Security ID: 189754104 Meeting Date: NOV 5, 2009 Meeting Type: Annual Record Date: SEP 8, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lew Frankfort For For Management 1.2 Elect Director Susan Kropf For For Management 1.3 Elect Director Gary Loveman For For Management 1.4 Elect Director Ivan Menezes For For Management 1.5 Elect Director Irene Miller For For Management 1.6 Elect Director Michael Murphy For For Management 1.7 Elect Director Jide Zeitlin For For Management 2 Amend Omnibus Stock Plan For For Management 3 Report on Ending Use of Animal Fur in Against Against Shareholder Products - -------------------------------------------------------------------------------- COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION Ticker: CTSH Security ID: 192446102 Meeting Date: JUN 1, 2010 Meeting Type: Annual Record Date: APR 7, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John E. Klein For For Management 2 Elect Director Lakshmi Narayanan For For Management 3 Elect Director Maureen Breakiron-Evans For For Management 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- COMERICA INCORPORATED Ticker: CMA Security ID: 200340107 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: FEB 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Ralph W. Babb, Jr. For For Management 2 Elect Director James F. Cordes For For Management 3 Elect Director Jacqueline P. Kane For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named Executive For Against Management Officers' Compensation 6 Amend Omnibus Stock Plan For Against Management 7 Declassify the Board of Directors For For Management 8 Eliminate Supermajority Vote Against For Shareholder Requirement 9 Claw-back of Payments under Against Against Shareholder Restatements 10 Pay For Superior Performance Against Against Shareholder - -------------------------------------------------------------------------------- COVIDIEN PLC Ticker: COV Security ID: G2554F105 Meeting Date: MAR 16, 2010 Meeting Type: Annual Record Date: JAN 13, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2a Elect Craig Arnold as Director For For Management 2b Elect Robert H. Brust as Director For For Management 2c Elect John M. Connors, Jr. as Director For For Management 2d Elect Christopher J. Coughlin as For For Management Director 2e Elect Timothy M. Donahue as Director For For Management 2f Elect Kathy J. Herbert as Director For For Management 2g Elect Randall J. Hogan, III as Director For For Management 2h Elect Richard J. Meelia as Director For For Management 2i Elect Dennis H. Reilley as Director For For Management 2j Elect Tadataka Yamada as Director For For Management 2k Elect Joseph A. Zaccagnino as Director For For Management 3 Approve Deloitte & Touche LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration Auditors 4 Authorize Share Repurchase Program For For Management 5 Authorize Reissuance of Treasury Shares For For Management - -------------------------------------------------------------------------------- DIRECTV Ticker: DTV Security ID: 25490A101 Meeting Date: JUN 3, 2010 Meeting Type: Annual Record Date: APR 5, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Neil R. Austrian For For Management 1.2 Elect Director Ralph F. Boyd, Jr. For For Management 1.3 Elect Director Paul A. Gould For For Management 1.4 Elect Director Charles R. Lee For For Management 1.5 Elect Director Peter A. Lund For For Management 1.6 Elect Director Gregory B. Maffei For For Management 1.7 Elect Director John C. Malone For For Management 1.8 Elect Director Nancy S. Newcomb For For Management 1.9 Elect Director Haim Saban For For Management 1.10 Elect Director Michael D. White For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Stock Retention/Holding Period Against Against Shareholder - -------------------------------------------------------------------------------- ENCANA CORPORATION Ticker: ECA Security ID: 292505104 Meeting Date: NOV 25, 2009 Meeting Type: Special Record Date: OCT 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Reorganization/Restructuring For For Management Plan to Create Two Companies 2 Approve Employee Stock Option Plan for For For Management Cenovus Energy Inc. 3 Approve Shareholder Rights Plan for For For Management Cenovus Energy Inc. - -------------------------------------------------------------------------------- ENTERGY CORPORATION Ticker: ETR Security ID: 29364G103 Meeting Date: MAY 7, 2010 Meeting Type: Annual Record Date: MAR 9, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Maureen Scannell Bateman For For Management 2 Elect Director W. Frank Blount For For Management 3 Elect Director Gary W. Edwards For For Management 4 Elect Director Alexis M. Herman For For Management 5 Elect Director Donald C. Hintz For For Management 6 Elect Director J. Wayne Leonard For For Management 7 Elect Director Stuart L. Levenick For For Management 8 Elect Director Stewart C. Myers For For Management 9 Elect Director James R. Nichols For For Management 10 Elect Director William A. Percy, II For For Management 11 Elect Director W.J. Tauzin For For Management 12 Elect Director Steven V. Wilkinson For For Management 13 Ratify Auditors For For Management 14 Amend Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- EXXON MOBIL CORPORATION Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 26, 2010 Meeting Type: Annual Record Date: APR 6, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director M.J. Boskin For For Management 1.2 Elect Director P. Brabeck-Letmathe For For Management 1.3 Elect Director L.R. Faulkner For For Management 1.4 Elect Director J.S. Fishman For For Management 1.5 Elect Director K.C. Frazier For For Management 1.6 Elect Director W.W. George For For Management 1.7 Elect Director M.C. Nelson For For Management 1.8 Elect Director S.J. Palmisano For For Management 1.9 Elect Director S.C. Reinemund For For Management 1.10 Elect Director R.W. Tillerson For For Management 1.11 Elect Director E.E. Whitacre, Jr. For For Management 2 Ratify Auditors For For Management 3 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 4 Reincorporate in Another State [from Against Against Shareholder New Jersey to North Dakota] 5 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 6 Amend EEO Policy to Prohibit Against Against Shareholder Discrimination based on Sexual Orientation and Gender Identity 7 Adopt Policy on Human Right to Water Against Against Shareholder 8 Adopt Policy to Address Coastal Against Against Shareholder Louisiana Environmental Impacts 9 Report on Environmental Impact of Oil Against Against Shareholder Sands Operations in Canada 10 Report on Environmental Impacts of Against Against Shareholder Natural Gas Fracturing 11 Report on Energy Technologies Against Against Shareholder Development 12 Adopt Quantitative GHG Goals from Against Against Shareholder Products and Operations 13 Report on Risks of Alternative Against Against Shareholder Long-term Fossil Fuel Demand Estimates - -------------------------------------------------------------------------------- FLUOR CORPORATION Ticker: FLR Security ID: 343412102 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: MAR 10, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James T. Hackett For For Management 2 Elect Director Kent Kresa For For Management 3 Elect Director Nader H. Sultan For For Management 4 Ratify Auditors For For Management 5 Require Independent Board Chairman Against Against Shareholder - -------------------------------------------------------------------------------- GENERAL ELECTRIC COMPANY Ticker: GE Security ID: 369604103 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director W. Geoffrey Beattie For For Management 2 Elect Director James I. Cash, Jr. For For Management 3 Elect Director William M. Castell For For Management 4 Elect Director Ann M. Fudge For For Management 5 Elect Director Susan Hockfield For For Management 6 Elect Director Jeffrey R. Immelt For For Management 7 Elect Director Andrea Jung For For Management 8 Elect Director Alan G. (A.G.) Lafley For For Management 9 Elect Director Robert W. Lane For For Management 10 Elect Director Ralph S. Larsen For For Management 11 Elect Director Rochelle B. Lazarus For For Management 12 Elect Director James J. Mulva For For Management 13 Elect Director Sam Nunn For For Management 14 Elect Director Roger S. Penske For For Management 15 Elect Director Robert J. Swieringa For For Management 16 Elect Director Douglas A. Warner III For For Management 17 Ratify Auditors For For Management 18 Provide for Cumulative Voting Against Against Shareholder 19 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 20 Require Independent Board Chairman Against Against Shareholder 21 Report on Pay Disparity Against Against Shareholder 22 Adopt Policy Prohibiting Certain Against Against Shareholder Directors from Serving on Key Board Committees 23 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- GOLDMAN SACHS GROUP, INC., THE Ticker: GS Security ID: 38141G104 Meeting Date: MAY 7, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lloyd C. Blankfein For For Management 1.2 Elect Director John H. Bryan For For Management 1.3 Elect Director Gary D. Cohn For For Management 1.4 Elect Director Claes Dahlback For For Management 1.5 Elect Director Stephen Friedman For For Management 1.6 Elect Director William W. George For For Management 1.7 Elect Director James A. Johnson For For Management 1.8 Elect Director Lois D. Juliber For For Management 1.9 Elect Director Lakshmi N. Mittal For For Management 1.10 Elect Director James J. Schiro For For Management 1.11 Elect Director H. Lee Scott, Jr. For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Reduce Supermajority Vote Requirement For For Management 5 Provide Right to Call Special Meeting For For Management 6 Provide for Cumulative Voting Against Against Shareholder 7 Report on Collateral in Derivatives Against Against Shareholder Trading 8 Require Independent Board Chairman Against Against Shareholder 9 Report on Political Contributions Against Against Shareholder 10 Report on Global Warming Science Against Against Shareholder 11 Report on Pay Disparity Against Against Shareholder 12 Stock Retention/Holding Period Against Against Shareholder - -------------------------------------------------------------------------------- GREAT PLAINS ENERGY INCORPORATED Ticker: GXP Security ID: 391164100 Meeting Date: MAY 4, 2010 Meeting Type: Annual Record Date: FEB 23, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David L. Bodde For For Management 1.2 Elect Director Michael J. Chesser For For Management 1.3 Elect Director William H. Downey For For Management 1.4 Elect Director Randall C. Ferguson, Jr. For For Management 1.5 Elect Director Gary D. Forsee For For Management 1.6 Elect Director James A. Mitchell For For Management 1.7 Elect Director William C. Nelson For For Management 1.8 Elect Director John J. Sherman For For Management 1.9 Elect Director Linda H. Talbott For For Management 1.10 Elect Director Robert H. West For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HARMAN INTERNATIONAL INDUSTRIES, INC. Ticker: HAR Security ID: 413086109 Meeting Date: DEC 8, 2009 Meeting Type: Annual Record Date: OCT 12, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dinesh C. Paliwal For For Management 1.2 Elect Director Edward H. Meyer For For Management 1.3 Elect Director Gary G. Steel For For Management - -------------------------------------------------------------------------------- HEWLETT-PACKARD COMPANY Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 17, 2010 Meeting Type: Annual Record Date: JAN 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marc L. Andreessen For For Management 1.2 Elect Director Lawrence T. Babbio, Jr. For For Management 1.3 Elect Director Sari M. Baldauf For For Management 1.4 Elect Director Rajiv L. Gupta For For Management 1.5 Elect Director John H. Hammergren For For Management 1.6 Elect Director Mark V. Hurd For For Management 1.7 Elect Director Joel Z. Hyatt For For Management 1.8 Elect Director John R. Joyce For For Management 1.9 Elect Director Robert L. Ryan For For Management 1.10 Elect Director Lucille S. Salhany For For Management 1.11 Elect Director G. Kennedy Thompson For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Company Request on Advisory Vote on For For Management Executive Compensation - -------------------------------------------------------------------------------- HOME DEPOT, INC., THE Ticker: HD Security ID: 437076102 Meeting Date: MAY 20, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director F. Duane Ackerman For For Management 2 Elect Director David H. Batchelder For For Management 3 Elect Director Francis S. Blake For For Management 4 Elect Director Ari Bousbib For For Management 5 Elect Director Gregory D. Brenneman For For Management 6 Elect Director Albert P. Carey For For Management 7 Elect Director Armando Codina For For Management 8 Elect Director Bonnie G. Hill For For Management 9 Elect Director Karen L. Katen For For Management 10 Ratify Auditors For For Management 11 Amend Omnibus Stock Plan For For Management 12 Provide for Cumulative Voting Against Against Shareholder 13 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 14 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 15 Provide Right to Act by Written Consent Against Against Shareholder 16 Require Independent Board Chairman Against Against Shareholder 17 Prepare Employment Diversity Report Against Against Shareholder 18 Reincorporate in Another State [from Against Against Shareholder Delaware to North Dakota] - -------------------------------------------------------------------------------- INGERSOLL-RAND PLC Ticker: IR Security ID: G47791101 Meeting Date: JUN 3, 2010 Meeting Type: Annual Record Date: JUN 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Ann Berzin as Director For For Management 1b Elect John Bruton as Director For For Management 1c Elect Jared Cohon as Director For For Management 1d Elect Gary Forsee as Director For For Management 1e Elect Peter Godsoe as Director For For Management 1f Elect Edward Hagenlocker as Director For For Management 1g Elect Constance Horner as Director For For Management 1h Elect Michael Lamach as Director For For Management 1i Elect Theodore Martin as Director For Against Management 1j Elect Orin Smith as Director For For Management 1k Elect Richard Swift as Director For Against Management 1l Elect Tony White as Director For For Management 2 Approve an Advisory Proposal Relating For For Management to Executive Pay-For-Performance Compensation Policies and Procedures 3 Approve PricewaterhouseCoopers Auditors For For Management and Authorize Board to Fix Their Remuneration - -------------------------------------------------------------------------------- INTEL CORPORATION Ticker: INTC Security ID: 458140100 Meeting Date: MAY 19, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Charlene Barshefsky For For Management 2 Elect Director Susan L. Decker For For Management 3 Elect Director John J. Donahoe For For Management 4 Elect Director Reed E. Hundt For For Management 5 Elect Director Paul S. Otellini For For Management 6 Elect Director James D. Plummer For For Management 7 Elect Director David S. Pottruck For For Management 8 Elect Director Jane E. Shaw For For Management 9 Elect Director Frank D. Yeary For For Management 10 Elect Director David B. Yoffie For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation - -------------------------------------------------------------------------------- INTERNATIONAL GAME TECHNOLOGY Ticker: IGT Security ID: 459902102 Meeting Date: MAR 2, 2010 Meeting Type: Annual Record Date: JAN 4, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paget L. Alves For For Management 1.2 Elect Director Patti S. Hart For For Management 1.3 Elect Director Robert A. Mathewson For For Management 1.4 Elect Director Thomas J. Matthews For For Management 1.5 Elect Director Robert J. Miller For For Management 1.6 Elect Director Frederick B. Rentschler For For Management 1.7 Elect Director David E. Roberson For For Management 1.8 Elect Director Philip G. Satre For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- J. M. SMUCKER CO., THE Ticker: SJM Security ID: 832696405 Meeting Date: AUG 19, 2009 Meeting Type: Annual Record Date: JUN 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Paul J. Dolan For For Management 2 Elect Director Nancy Lopez Knight For For Management 3 Elect Director Gary A. Oatey For For Management 4 Elect Director Alex Shumate For For Management 5 Elect Director Timothy P. Smucker For For Management 6 Ratify Auditors For For Management 7 Eliminate Cumulative Voting For For Management 8 Adopt Majority Voting for Uncontested For For Management Election of Directors 9 Approve Board to Amend the Amendment For For Management Regulations to the Extent Permitted By Law - -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 22, 2010 Meeting Type: Annual Record Date: FEB 23, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mary Sue Coleman For For Management 2 Elect Director James G. Culien For For Management 3 Elect Director Michael M. E. Johns For For Management 4 Elect Director Susan L. Lindquist For For Management 5 Elect Director Anne M. Mulcahy For For Management 6 Elect Director Lea F. Mullin For For Management 7 Elect Director William D. Perez For For Management 8 Elect Director Charles Prince For For Management 9 Elect Director David Satcher For For Management 10 Elect Director William C. Welcon For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 13 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings - -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 18, 2010 Meeting Type: Annual Record Date: MAR 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Crandall C. Bowles For For Management 1.2 Elect Director Stephen B. Burke For For Management 1.3 Elect Director David M. Cote For For Management 1.4 Elect Director James S. Crown For For Management 1.5 Elect Director James Dimon For For Management 1.6 Elect Director Ellen V. Futter For For Management 1.7 Elect Director William H. Gray, III For For Management 1.8 Elect Director Laban P. Jackson, Jr. For For Management 1.9 Elect Director David C. Novak For For Management 1.10 Elect Director Lee R. Raymond For For Management 1.11 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Affirm Political Non-Partisanship Against Against Shareholder 5 Amend Bylaws-- Call Special Meetings Against For Shareholder 6 Report on Collateral in Derivatives Against Against Shareholder Trading 7 Provide Right to Act by Written Consent Against For Shareholder 8 Require Independent Board Chairman Against Against Shareholder 9 Report on Pay Disparity Against Against Shareholder 10 Stock Retention/Holding Period Against Against Shareholder - -------------------------------------------------------------------------------- LAS VEGAS SANDS CORP Ticker: LVS Security ID: 517834107 Meeting Date: JUN 3, 2010 Meeting Type: Annual Record Date: APR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sheldon G. Adelson For For Management 1.2 Elect Director Irwin Chafetz For Withhold Management 2 Ratify Auditors For For Management 3 Prepare Sustainability Report Against Against Shareholder 4 Other Business For For Management - -------------------------------------------------------------------------------- LIBERTY MEDIA CORPORATION Ticker: LINTA Security ID: 53071M500 Meeting Date: NOV 19, 2009 Meeting Type: Special Record Date: OCT 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Redemption Proposal For For Management 2.1 Approve Spin-Off Agreement For For Management 2.2 Approve Merger Agreement For For Management 2.3 Approve Contribution Proposal For For Management 3 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- LIBERTY MEDIA CORPORATION Ticker: LINTA Security ID: 53071M708 Meeting Date: JUN 24, 2010 Meeting Type: Annual Record Date: APR 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John C. Malone For Withhold Management 1.2 Elect Director Robert R. Bennett For Withhold Management 1.3 Elect Director M. Ian G. Gilchrist For For Management 1.4 Elect Director Andrea L. Wong For For Management 2 Approve Omnibus Stock Plan For Against Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LINEAR TECHNOLOGY CORPORATION Ticker: LLTC Security ID: 535678106 Meeting Date: NOV 4, 2009 Meeting Type: Annual Record Date: SEP 8, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert H. Swanson, Jr. For For Management 1.2 Elect Director David S. Lee For Withhold Management 1.3 Elect Director Lothar Maier For For Management 1.4 Elect Director Richard M. Moley For Withhold Management 1.5 Elect Director Thomas S. Volpe For Withhold Management 2 Amend Qualified Employee Stock Purchase For For Management Plan 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MACY'S, INC. Ticker: M Security ID: 55616P104 Meeting Date: MAY 14, 2010 Meeting Type: Annual Record Date: MAR 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen F. Bollenbach For For Management 1.2 Elect Director Deirdre P. Connelly For For Management 1.3 Elect Director Meyer Feldberg For For Management 1.4 Elect Director Sara Levinson For For Management 1.5 Elect Director Terry J. Lundgren For For Management 1.6 Elect Director Joseph Neubauer For For Management 1.7 Elect Director Joseph A. Pichler For For Management 1.8 Elect Director Joyce M. Roche For For Management 1.9 Elect Director Craig E. Weatherup For For Management 1.10 Elect Director Marna C. Whittington For For Management 2 Ratify Auditors For For Management 3 Amend Certificate of Incorporation to For For Management Reduce Supermajority Vote Requirements and Eliminate Certain Provisions 4 Require a Majority Vote for the Against Against Shareholder Election of Directors - -------------------------------------------------------------------------------- MCDERMOTT INTERNATIONAL, INC. Ticker: MDR Security ID: 580037109 Meeting Date: MAY 7, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect John F. Bookout, III as Director For For Management 1.2 Elect Roger A. Brown as Director For For Management 1.3 Elect Ronald C. Cambre as Director For For Management 1.4 Elect John A. Fees as Director For For Management 1.5 Elect Robert W. Goldman as Director For For Management 1.6 Elect Stephen G. Hanks as Director For For Management 1.7 Elect Oliver D. Kingsley, Jr. as For For Management Director 1.8 Elect D. Bradley McWilliams as Director For For Management 1.9 Elect Richard W. Mies as Director For For Management 1.10 Elect Thomas C. Schievelbein as For For Management Director 1.11 Elect David A. Trice as Director For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors - -------------------------------------------------------------------------------- MCKESSON CORPORATION Ticker: MCK Security ID: 58155Q103 Meeting Date: JUL 22, 2009 Meeting Type: Annual Record Date: MAY 29, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andy D. Bryant For For Management 1.2 Elect Director Wayne A. Budd For For Management 1.3 Elect Director John H. Hammergren For For Management 1.4 Elect Director Alton F. Irby, III For For Management 1.5 Elect Director M. Christine Jacobs For For Management 1.6 Elect Director Marie L. Knowles For For Management 1.7 Elect Director David M. Lawrence For For Management 1.8 Elect Director Edward A. Mueller For For Management 1.9 Elect Director Jane E. Shaw For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Stock Retention/Holding Period Against Against Shareholder 5 Adopt a Policy in which the Company Against Against Shareholder will not Make or Promise to Make Any Death Benefit Payments to Senior Executives - -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 19, 2009 Meeting Type: Annual Record Date: SEP 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William H. Gates, III For For Management 2 Elect Director Steven A. Ballmer For For Management 3 Elect Director Dina Dublon For For Management 4 Elect Director Raymond V. Gilmartin For For Management 5 Elect Director Reed Hastings For For Management 6 Elect Director Maria Klawe For For Management 7 Elect Director David F. Marquardt For For Management 8 Elect Director Charles H. Noski For For Management 9 Elect Director Helmut Panke For For Management 10 Ratify Auditors For For Management 11 Permit Right to Call Special Meeting For For Management 12 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 13 Adopt Principles for Health Care Reform Against Against Shareholder 14 Report on Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- NATIONAL OILWELL VARCO, INC. Ticker: NOV Security ID: 637071101 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 23, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ben A. Guill For For Management 1.2 Elect Director Roger L. Jarvis For For Management 1.3 Elect Director Eric L. Mattson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NEXEN INC. Ticker: NXY Security ID: 65334H102 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect W.B. Berry as Director For For Management 1.2 Elect R.G. Bertram as Director For For Management 1.3 Elect D.G. Flanagan as Director For For Management 1.4 Elect S.B. Jackson as Director For For Management 1.5 Elect K.J. Jenkins as Director For For Management 1.6 Elect A.A. McLellan as Director For For Management 1.7 Elect E.P. Newell as Director For For Management 1.8 Elect T.C. O'Neill as Director For For Management 1.9 Elect M.F. Romanow as Director For For Management 1.10 Elect F.M. Saville as Director For For Management 1.11 Elect J.M. Willson as Director For For Management 1.12 Elect V.J. Zaleschuk as Director For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors - -------------------------------------------------------------------------------- ORACLE CORP. Ticker: ORCL Security ID: 68389X105 Meeting Date: OCT 7, 2009 Meeting Type: Annual Record Date: AUG 10, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey S. Berg For For Management 1.2 Elect Director H. Raymond Bingham For For Management 1.3 Elect Director Michael J. Boskin For For Management 1.4 Elect Director Safra A. Catz For For Management 1.5 Elect Director Bruce R. Chizen For For Management 1.6 Elect Director George H. Conrades For For Management 1.7 Elect Director Lawrence J. Ellison For For Management 1.8 Elect Director Hector Garcia-Molina For For Management 1.9 Elect Director Jeffrey O. Henley For For Management 1.10 Elect Director Donald L. Lucas For For Management 1.11 Elect Director Charles E. Phillips, Jr. For For Management 1.12 Elect Director Naomi O. Seligman For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 5 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 6 Stock Retention/Holding Period Against Against Shareholder - -------------------------------------------------------------------------------- PACKAGING CORPORATION OF AMERICA Ticker: PKG Security ID: 695156109 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cheryl K. Beebe For For Management 1.2 Elect Director Henry F. Frigon For For Management 1.3 Elect Director Hasan Jameel For For Management 1.4 Elect Director Samuel M. Mencoff For For Management 1.5 Elect Director Roger B. Porter For For Management 1.6 Elect Director Paul T. Stecko For For Management 1.7 Elect Director James D. Woodrum For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 5, 2010 Meeting Type: Annual Record Date: MAR 5, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Shona L. Brown For For Management 2 Elect Director Ian M. Cook For For Management 3 Elect Director Dina Dublon For For Management 4 Elect Director Victor J. Dzau For For Management 5 Elect Director Ray L. Hunt For For Management 6 Elect Director Alberto Ibarguen For For Management 7 Elect Director Arthur C. Martinez For For Management 8 Elect Director Indra K. Nooyi For For Management 9 Elect Director Sharon P. Rockefeller For For Management 10 Elect Director James J. Schiro For For Management 11 Elect Director Lloyd G. Trotter For For Management 12 Elect Director Daniel Vasella For For Management 13 Ratify Auditors For For Management 14 Amend Omnibus Stock Plan For For Management 15 Report on Charitable Contributions Against Against Shareholder 16 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 17 Report on Public Policy Advocacy Against Against Shareholder Process - -------------------------------------------------------------------------------- PERKINELMER, INC. Ticker: PKI Security ID: 714046109 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Robert F. Friel For For Management 2 Elect Director Nicholas A. Lopardo For For Management 3 Elect Director Alexis P. Michas For For Management 4 Elect Director James C. Mullen For For Management 5 Elect Director Vicki L. Sato For For Management 6 Elect Director Gabriel Schmergel For For Management 7 Elect Director Kenton J. Sicchitano For For Management 8 Elect Director Patrick J. Sullivan For For Management 9 Elect Director G. Robert Tod For For Management 10 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 22, 2010 Meeting Type: Annual Record Date: FEB 23, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Dennis A. Ausiello For For Management 2 Elect Director Michael S. Brown For For Management 3 Elect Director M. Anthony Burns For For Management 4 Elect Director Robert N. Burt For For Management 5 Elect Director W. Don Cornwell For For Management 6 Elect Director Frances D. Fergusson For For Management 7 Elect Director William H. Gray III For For Management 8 Elect Director Constance J. Horner For For Management 9 Elect Director James M. Kilts For For Management 10 Elect Director Jeffrey B. Kindler For For Management 11 Elect Director George A. Lorch For For Management 12 Elect Director John P. Mascotte For For Management 13 Elect Director Suzanne Nora Johnson For For Management 14 Elect Director Stephen W. Sanger For For Management 15 Elect Director William C. Steere, Jr. For For Management 16 Ratify Auditors For For Management 17 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 18 Provide Right to Call Special Meeting For For Management 19 Prohibit Executive Stock-Based Awards Against Against Shareholder - -------------------------------------------------------------------------------- PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: OCT 13, 2009 Meeting Type: Annual Record Date: AUG 14, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Kenneth I. Chenault For For Management 2 Elect Director Scott D. Cook For For Management 3 Elect Director Rajat K. Gupta For For Management 4 Elect Director A.G. Lafley For For Management 5 Elect Director Charles R. Lee For For Management 6 Elect Director Lynn M. Martin For For Management 7 Elect Director Robert A. McDonald For For Management 8 Elect Director W. James McNerney, Jr. For For Management 9 Elect Director Johnathan A. Rodgers For For Management 10 Elect Director Ralph Snyderman For For Management 11 Elect Director Mary Agnes Wilderotter For For Management 12 Elect Director Patricia A. Woertz For For Management 13 Elect Director Ernesto Zedillo For For Management 14 Ratify Auditors For For Management 15 Amend Code of Regulations For For Management 16 Approve Omnibus Stock Plan For For Management 17 Provide for Cumulative Voting Against Against Shareholder 18 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- QUALCOMM INCORPORATED Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 2, 2010 Meeting Type: Annual Record Date: JAN 4, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barbara T. Alexander For For Management 1.2 Elect Director Stephen M. Bennett For For Management 1.3 Elect Director Donald G. Cruickshank For For Management 1.4 Elect Director Raymond V. Dittamore For For Management 1.5 Elect Director Thomas W. Horton For For Management 1.6 Elect Director Irwin Mark Jacobs For For Management 1.7 Elect Director Paul E. Jacobs For For Management 1.8 Elect Director Robert E. Kahn For For Management 1.9 Elect Director Sherry Lansing For For Management 1.10 Elect Director Duane A. Nelles For For Management 1.11 Elect Director Brent Scowcroft For For Management 1.12 Elect Director Marc I. Stern For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- QUANTA SERVICES, INC. Ticker: PWR Security ID: 74762E102 Meeting Date: MAY 20, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Ball For For Management 1.2 Elect Director John R. Colson For For Management 1.3 Elect Director J. Michal Conaway For For Management 1.4 Elect Director Ralph R. DiSibio For For Management 1.5 Elect Director Bernard Fried For For Management 1.6 Elect Director Louis C. Golm For For Management 1.7 Elect Director Worthing F. Jackman For For Management 1.8 Elect Director Bruce Ranck For For Management 1.9 Elect Director John R. Wilson For For Management 1.10 Elect Director Pat Wood, III For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Against Against Shareholder Election of Directors - -------------------------------------------------------------------------------- REGAL ENTERTAINMENT GROUP Ticker: RGC Security ID: 758766109 Meeting Date: MAY 5, 2010 Meeting Type: Annual Record Date: MAR 10, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas D. Bell, Jr. For For Management 1.2 Elect Director David H. Keyte For For Management 1.3 Elect Director Amy E. Miles For For Management 1.4 Elect Director Lee M. Thomas For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- REINSURANCE GROUP OF AMERICA, INCORPORATED Ticker: RGA Security ID: 759351604 Meeting Date: MAY 19, 2010 Meeting Type: Annual Record Date: MAR 18, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William J. Bartlett For For Management 1.2 Elect Director Alan C. Henderson For For Management 1.3 Elect Director Rachel Lomax For For Management 1.4 Elect Director Fred Sievert For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ROYAL DUTCH SHELL PLC Ticker: RDSA Security ID: 780259206 Meeting Date: MAY 18, 2010 Meeting Type: Annual Record Date: APR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Elect Charles Holliday as Director For For Management 4 Re-elect Josef Ackermann as Director For For Management 5 Re-elect Malcolm Brinded as Director For For Management 6 Re-elect Simon Henry as Director For For Management 7 Re-elect Lord Kerr of Kinlochard as For For Management Director 8 Re-elect Wim Kok as Director For For Management 9 Re-elect Nick Land as Director For For Management 10 Re-elect Christine Morin-Postel as For For Management Director 11 Re-elect Jorma Ollila as Director For For Management 12 Re-elect Jeroen van der Veer as For For Management Director 13 Re-elect Peter Voser as Director For For Management 14 Re-elect Hans Wijers as Director For For Management 15 Reappoint PricewaterhouseCoopers LLP as For For Management Auditors 16 Authorise Board to Fix Remuneration of For For Management Auditors 17 Authorise Issue of Equity with For For Management Pre-emptive Rights 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Authorise Market Purchase For For Management 20 Approve Scrip Dividend Scheme For For Management 21 Authorise EU Political Donations and For For Management Expenditure 22 Adopt New Articles of Association For For Management 23 Direct the Audit Committee or a Risk Against Against Shareholder Committee of the Board to Commission and Review a Report on Investment Risks Associated with Future Canadian Oil Sands Projects - -------------------------------------------------------------------------------- SCHLUMBERGER LTD. Ticker: SLB Security ID: 806857108 Meeting Date: APR 7, 2010 Meeting Type: Annual Record Date: FEB 17, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect P. Camus as Director For For Management 1.2 Elect P. Currie as Director For For Management 1.3 Elect J.S. Gorelick as Director For For Management 1.4 Elect A. Gould as Director For For Management 1.5 Elect T. Isaac as Director For For Management 1.6 Elect K.V. Kamath as Director For For Management 1.7 Elect N. Kudryavtsev as Director For For Management 1.8 Elect A. Lajous as Director For For Management 1.9 Elect M.E. Marks as Director For For Management 1.10 Elect L.R. Reif as Director For For Management 1.11 Elect T.I. Sandvold as Director For For Management 1.12 Elect H. Seydoux as Director For For Management 2 Adopt and Approve Financials and For For Management Dividends 3 Approve 2010 Omnibus Stock Incentive For For Management Plan 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors - -------------------------------------------------------------------------------- SILGAN HOLDINGS INC. Ticker: SLGN Security ID: 827048109 Meeting Date: JUN 7, 2010 Meeting Type: Annual Record Date: APR 16, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Stockholder Voting Standard From For For Management A Majority Of Shares Outstanding Standard To A Majority Of Votes Cast Standard 2 Increase Authorized Common Stock For For Management 3.1 Elect Director R. Philip Silver For For Management 3.2 Elect Director William C. Jennings For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- STAPLES, INC. Ticker: SPLS Security ID: 855030102 Meeting Date: JUN 7, 2010 Meeting Type: Annual Record Date: APR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Basil L. Anderson For For Management 2 Elect Director Arthur M. Blank For For Management 3 Elect Director Mary Elizabeth Burton For For Management 4 Elect Director Justin King For For Management 5 Elect Director Carol Meyrowitz For For Management 6 Elect Director Rowland T. Moriarty For For Management 7 Elect Director Robert C. Nakasone For For Management 8 Elect Director Ronald L. Sargent For For Management 9 Elect Director Elizabeth A. Smith For For Management 10 Elect Director Robert E. Sulentic For For Management 11 Elect Director Vijay Vishwanath For For Management 12 Elect Director Paul F. Walsh For For Management 13 Approve Executive Incentive Bonus Plan For For Management 14 Amend Omnibus Stock Plan For For Management 15 Ratify Auditors For For Management 16 Provide Right to Act by Written Consent Against For Shareholder 17 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings - -------------------------------------------------------------------------------- TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD. Ticker: 2330 Security ID: 874039100 Meeting Date: JUN 15, 2010 Meeting Type: Annual Record Date: APR 19, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve 2009 Business Operations Report For For Management and Financial Statements 2 Approve 2009 Allocation of Income and For For Management Dividends 3 Amend Articles of Association For For Management 4 Amend Operating Procedures for For For Management Derivatives Transactions 5 Transact Other Business None None Management - -------------------------------------------------------------------------------- TEVA PHARMACEUTICAL INDUSTRIES LTD. Ticker: TEVA Security ID: 881624209 Meeting Date: JUN 29, 2010 Meeting Type: Annual Record Date: MAY 24, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Final Dividend of NIS 2.50 (USD For For Management 0.642) Per Share 2 Election Of Director: Mr. Abraham E. For For Management Cohen 3 Election Of Director: Mr. Amir Elstein For For Management 4 Election Of Director: Prof. Roger For For Management Kornberg 5 Election Of Director: Prof. Moshe Many For For Management 6 Election Of Director: Mr. Dan Propper For For Management 7 Approve Auditors and Authorize Board to For For Management Fix Their Remuneration 8 Approve Stock Option Plan For Against Management 9 Approve Compensation of Board Chairman For For Management 10 Approve Compensation of Director For For Management 11 Approve Compensation of Director For For Management 12 Increase Authorized Share Capital For For Management - -------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Ticker: TMO Security ID: 883556102 Meeting Date: MAY 26, 2010 Meeting Type: Annual Record Date: MAR 29, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Marc N. Casper For For Management 2 Elect Director Tyler Jacks For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TRANSDIGM GROUP INCORPORATED Ticker: TDG Security ID: 893641100 Meeting Date: FEB 17, 2010 Meeting Type: Annual Record Date: JAN 4, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mervin Dunn For For Management 1.2 Elect Director Michael Graff For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TRANSOCEAN LTD. Ticker: RIG Security ID: H8817H100 Meeting Date: MAY 14, 2010 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Discharge of Board and Senior For For Management Management 3 Approve Allocation of Income and For For Management Omission of Dividends 4 Change Location of Registered Office to For For Management Steinhausen, Switzerland 5 Approve Creation of CHF 2.5 Billion For Against Management Pool of Capital without Preemptive Rights 6 Approve Reduction in Share Capita and For For Management Repayment of $3.11 per Sharel 7 Amend Articles Re: Share Certificates For For Management due to New Swiss Federal Act on Intermediated Securities 8a Elect Steven Newman as Director For For Management 8b Reelect Thomas Carson as Director For For Management 8c Reelect Robert Sprague as Director For For Management 8d Reelect J. Michael Talbert as Director For For Management 8e Reelect John Whitmire as Director For For Management 9 Appointment Of Ernst & Young LLP as For For Management Independent Registered Public Accounting Firm for Fiscal Year 2010 10 Transact Other Business (Voting) For Against Management - -------------------------------------------------------------------------------- UNION PACIFIC CORPORATION Ticker: UNP Security ID: 907818108 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: FEB 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Andrew H. Card, Jr. For For Management 2 Elect Director Erroll B. Davis, Jr. For For Management 3 Elect Director Thomas J. Donohue For For Management 4 Elect Director Archie W. Dunham For For Management 5 Elect Director Judith Richards Hope For For Management 6 Elect Director Charles C. Krulak For For Management 7 Elect Director Michael R. McCarthy For For Management 8 Elect Director Michael W. McConnell For For Management 9 Elect Director Thomas F. McLarty III For For Management 10 Elect Director Steven R. Rogel For For Management 11 Elect Director Jose H. Villarreal For For Management 12 Elect Director James R. Young For For Management 13 Ratify Auditors For For Management 14 Require Independent Board Chairman Against Against Shareholder 15 Reduce Supermajority Vote Requirement Against For Shareholder - -------------------------------------------------------------------------------- WABCO HOLDINGS INC. Ticker: WBC Security ID: 92927K102 Meeting Date: MAY 27, 2010 Meeting Type: Annual Record Date: APR 6, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jacques Esculier For For Management 1.2 Elect Director Kenneth J. Martin For For Management 1.3 Elect Director Donald J. Stebbins For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WAL-MART STORES, INC. Ticker: WMT Security ID: 931142103 Meeting Date: JUN 4, 2010 Meeting Type: Annual Record Date: APR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Aida M. Alvarez For For Management 2 Elect Director James W. Breyer For For Management 3 Elect Director M. Michele Burns For For Management 4 Elect Director James I. Cash, Jr. For For Management 5 Elect Director Roger C. Corbett For For Management 6 Elect Director Douglas N. Daft For For Management 7 Elect Director Michael T. Duke For For Management 8 Elect Director Gregory B. Penner For For Management 9 Elect Director Steven S. Reinemund For For Management 10 Elect Director H. Lee Scott, Jr. For For Management 11 Elect Director Arne M. Sorenson For For Management 12 Elect Director Jim C. Walton For For Management 13 Elect Director S. Robson Walton For For Management 14 Elect Director Christopher J. Williams For For Management 15 Elect Director Linda S. Wolf For For Management 16 Ratify Auditors For For Management 17 Approve Omnibus Stock Plan For Against Management 18 Amend Sharesave Plan For For Management 19 Amend EEO Policy to Prohibit Against Against Shareholder Discrimination based on Sexual Orientation and Gender Identity 20 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 21 Report on Political Contributions Against Against Shareholder 22 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 23 Require Suppliers to Adopt CAK Against Against Shareholder 24 Report on Process for Identifying and Against Against Shareholder Prioritizing Public Policy Activities - -------------------------------------------------------------------------------- WATSCO, INC. Ticker: WSO Security ID: 942622200 Meeting Date: JUN 4, 2010 Meeting Type: Annual Record Date: APR 9, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert L. Berner, III For For Management - -------------------------------------------------------------------------------- WELLPOINT, INC. Ticker: WLP Security ID: 94973V107 Meeting Date: MAY 18, 2010 Meeting Type: Annual Record Date: MAR 17, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Sheila P. Burke For For Management 2 Elect Director George A. Schaefer, Jr. For For Management 3 Elect Director Jackie M. Ward For For Management 4 Ratify Auditors For For Management 5 Report on Conversion to Non-Profit Against Against Shareholder Status 6 Report on Lobbying Expenses Against Against Shareholder 7 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 8 Reincorporate in Another State [from Against Against Shareholder Indiana to Delaware] - -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: FEB 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Election Director John D. Baker II For For Management 2 Election Director John S. Chen For For Management 3 Election Director Lloyd H. Dean For For Management 4 Election Director Susan E. Engel For For Management 5 Election Director Enrique Hernandez, For For Management Jr. 6 Election Director Donald M. James For For Management 7 Election Director Richard D. McCormick For For Management 8 Election Director Mackey J. McDonald For For Management 9 Election Director Cynthia H. Milligan For For Management 10 Elect Director Nicholas G. Moore For For Management 11 Elect Director Philip J. Quigley For Against Management 12 Elect Director Judith M. Runstad For For Management 13 Elect Director Stephen W. Sanger For For Management 14 Elect Director Robert K. Steel For For Management 15 Elect Director John G. Stumpf For For Management 16 Elect Director an G. Swenson For For Management 17 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 18 Increase Authorized Common Stock For For Management 19 Ratify Auditors For For Management 20 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 21 Require Independent Board Chairman Against Against Shareholder 22 Report on Charitable Contributions Against Against Shareholder 23 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- WILLIS GROUP HOLDINGS PLC Ticker: WSH Security ID: G96655108 Meeting Date: DEC 11, 2009 Meeting Type: Court Record Date: OCT 30, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Reincorporation from Bermuda to For For Management Ireland via a Scheme of Arrangement 2 Approve the Creation of Distributable For For Management Reserves - -------------------------------------------------------------------------------- WILLIS GROUP HOLDINGS PLC Ticker: WSH Security ID: G96666105 Meeting Date: APR 21, 2010 Meeting Type: Annual Record Date: FEB 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect William W. Bradley as Director For For Management 1.2 Elect Joseph A. Califano as Director For For Management 1.3 Elect Anna C. Catalano as Director For For Management 1.4 Elect Sir Roy Gardner as Director For For Management 1.5 Elect Sir Jeremy Hanley as Director For For Management 1.6 Elect Robyn S. Kravit as Director For For Management 1.7 Elect Jeffrey B. Lane as Director For For Management 1.8 Elect Wendy E. Lane as Director For For Management 1.9 Elect James F. McCann as Director For For Management 1.10 Elect Joseph J. Plumeri as Director For For Management 1.11 Elect Douglas B. Roberts as Director For For Management 2 Approve Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Approve the Willis Group Holdings For For Management Public Limited Company 2010 North American Employee Stock Purchase Plan - -------------------------------------------------------------------------------- WYNDHAM WORLDWIDE CORPORATION Ticker: WYN Security ID: 98310W108 Meeting Date: MAY 13, 2010 Meeting Type: Annual Record Date: MAR 17, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Honourable B. Mulroney For For Management 1.2 ElectDirector Michael H. Wargotz For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management - -------------------------------------------------------------------------------- XL CAPITAL LTD. Ticker: XL Security ID: G98255105 Meeting Date: APR 30, 2010 Meeting Type: Annual Record Date: MAR 5, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Joseph Mauriello as Director For For Management 1.2 Elect Eugene M. McQuade as Director For For Management 1.3 Elect Clayton S. Rose as Director For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors - -------------------------------------------------------------------------------- XL CAPITAL LTD. Ticker: XL Security ID: G98255105 Meeting Date: APR 30, 2010 Meeting Type: Special Record Date: MAR 5, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Reincorporation from Cayman For For Management Islands to Ireland through Scheme of Arrangement 1.2 Adjourn Special Scheme Meeting For For Management 2 Approve Distributable Reserves Proposal For For Management 3 Amend Articles -- Approve Director For For Management Nomination Procedures Proposal 4 Change Company Name to XL Group Ltd. For For Management 5 Adjourn Extraordinary General Meeting For For Management ========== END N-PX REPORT 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. ING VARIABLE FUNDS By: /s/ Shaun P. Mathews -------------------------------------- Shaun P. Mathews President and Chief Executive Officer Date: August 27, 2010