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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM N-PX
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ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-2514
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ING VARIABLE FUNDS
(Exact name of registrant as specified in charter)
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7337 E. Doubletree Ranch Road, Suite 100
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, Suite 100 Exchange Place
Scottsdale, AZ 85258 53 State Street
Boston, MA 02109
Registrant's telephone number, including area code: (800) 992-0180
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Date of fiscal year end: December 31
Date of reporting period: July 1, 2011 - June 30, 2012
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Item 1. Proxy Voting Record
******************************* FORM N-PX REPORT *******************************
ICA File Number: 811-02514
Reporting Period: 07/01/2011 - 06/30/2012
ING Variable Funds
======================= ING Growth and Income Portfolio ========================
ADOBE SYSTEMS INCORPORATED
Ticker: ADBE Security ID: 00724F101
Meeting Date: APR 12, 2012 Meeting Type: Annual
Record Date: FEB 15, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Edward W. Barnholt For For Management
2 Elect Director Michael R. Cannon For For Management
3 Elect Director James E. Daley For For Management
4 Elect Director Charles M. Geschke For For Management
5 Elect Director Shantanu Narayen For For Management
6 Amend Omnibus Stock Plan For For Management
7 Ratify Auditors For For Management
8 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
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AETNA INC.
Ticker: AET Security ID: 00817Y108
Meeting Date: MAY 18, 2012 Meeting Type: Annual
Record Date: MAR 16, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Fernando Aguirre For For Management
2 Elect Director Mark T. Bertolini For For Management
3 Elect Director Frank M. Clark For For Management
4 Elect Director Betsy Z. Cohen For For Management
5 Elect Director Molly J. Coye For For Management
6 Elect Director Roger N. Farah For For Management
7 Elect Director Barbara Hackman Franklin For For Management
8 Elect Director Jeffrey E. Garten 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 Ratify Auditors For For Management
14 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
15 Provide for Cumulative Voting Against Against Shareholder
16 Report on Political Contributions Against Against Shareholder
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ALLEGHENY TECHNOLOGIES INCORPORATED
Ticker: ATI Security ID: 01741R102
Meeting Date: MAY 11, 2012 Meeting Type: Annual
Record Date: MAR 13, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard J. Harshman For For Management
1.2 Elect Director Diane C. Creel For For Management
1.3 Elect Director John R. Pipski For For Management
1.4 Elect Director James E. Rohr For For Management
1.5 Elect Director Louis J. Thomas For For Management
2 Amend Omnibus Stock Plan For For Management
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
4 Ratify Auditors For For Management
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ALTRIA GROUP, INC.
Ticker: MO Security ID: 02209S103
Meeting Date: MAY 17, 2012 Meeting Type: Annual
Record Date: MAR 26, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Elizabeth E. Bailey For For Management
2 Elect Director Gerald L. Baliles For For Management
3 Elect Director Martin J. Barrington For For Management
4 Elect Director John T. Casteen III For For Management
5 Elect Director Dinyar S. Devitre For For Management
6 Elect Director Thomas F. Farrell II For For Management
7 Elect Director Thomas W. Jones For For Management
8 Elect Director W. Leo Kiely III For For Management
9 Elect Director Kathryn B. McQuade For For Management
10 Elect Director George Munoz For For Management
11 Elect Director Nabil Y. Sakkab For For Management
12 Ratify Auditors For For Management
13 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
14 Report on Lobbying Payments and Policy Against Against Shareholder
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APPLE INC.
Ticker: AAPL Security ID: 037833100
Meeting Date: FEB 23, 2012 Meeting Type: Annual
Record Date: DEC 27, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William V. Campbell For For Management
1.2 Elect Director Timothy D. Cook For For Management
1.3 Elect Director Millard S. Drexler For For Management
1.4 Elect Director Al Gore For For Management
1.5 Elect Director Robert A. Iger For For Management
1.6 Elect Director Andrea Jung For For Management
1.7 Elect Director Arthur D. Levinson For For Management
1.8 Elect Director Ronald D. Sugar For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Prepare Conflict of Interest Report Against Against Shareholder
5 Advisory Vote to Ratify Directors' Against Against Shareholder
Compensation
6 Report on Political Contributions Against Against Shareholder
7 Require a Majority Vote for the Against For Shareholder
Election of Directors
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ARCH COAL, INC.
Ticker: ACI Security ID: 039380100
Meeting Date: APR 26, 2012 Meeting Type: Annual
Record Date: MAR 01, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David D. Freudenthal For For Management
1.2 Elect Director Patricia F. Godley For For Management
1.3 Elect Director George C. Morris, III For For Management
1.4 Elect Director Wesley M. Taylor For For Management
1.5 Elect Director Peter I. Wold For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Report on Appalachian Mining Against Against Shareholder
Environmental and Health Hazard
Reduction Efforts
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AT&T INC.
Ticker: T Security ID: 00206R102
Meeting Date: APR 27, 2012 Meeting Type: Annual
Record Date: FEB 28, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Randall L. Stephenson For For Management
2 Elect Director Gilbert F. Amelio For For Management
3 Elect Director Reuben V. Anderson For For Management
4 Elect DirectorJames H. Blanchard For For Management
5 Elect DirectorJaime Chico Pardo For For Management
6 Elect Director James P. Kelly For For Management
7 Elect Director Jon C. Madonna For For Management
8 Elect Director John B. McCoy For For Management
9 Elect Director Joyce M. Roche For For Management
10 Elect Director Matthew K. Rose For For Management
11 Elect Director Laura D'Andrea Tyson For For Management
12 Ratification Of Appointment Of For For Management
Independent Auditors.
13 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
14 Provide Right to Act by Written Consent For For Management
15 Report on Political Contributions Against Against Shareholder
16 Commit to Wireless Network Neutrality Against Against Shareholder
17 Require Independent Board Chairman Against Against Shareholder
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BEAM INC.
Ticker: BEAM Security ID: 073730103
Meeting Date: APR 24, 2012 Meeting Type: Annual
Record Date: FEB 24, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Richard A. Goldstein For For Management
2 Elect Director Stephen W. Golsby For For Management
3 Elect Director Ann F. Hackett For For Management
4 Elect Director A. D. David Mackay For For Management
5 Elect Director Matthew J. Shattock For For Management
6 Elect Director Robert A. Steele For For Management
7 Elect Director Peter M. Wilson For For Management
8 Ratify Auditors For For Management
9 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
10 Approve Qualified Employee Stock For For Management
Purchase Plan
11 Approve Executive Incentive Bonus Plan For For Management
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CAMERON INTERNATIONAL CORPORATION
Ticker: CAM Security ID: 13342B105
Meeting Date: MAY 11, 2012 Meeting Type: Annual
Record Date: MAR 16, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director C. Baker Cunningham For For Management
2 Elect Director Sheldon R. Erikson For For Management
3 Elect Director Douglas L. Foshee For For Management
4 Elect Director Rodolfo Landim For For Management
5 Ratify Auditors For For Management
6 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
7 Declassify the Board of Directors For For Management
8 Adopt the Jurisdiction of For Against Management
Incorporation as the Exclusive Forum
for Certain Disputes
9 Approve Restatement of the Company's For For Management
Certificate of Incorporation
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CARDINAL HEALTH, INC.
Ticker: CAH Security ID: 14149Y108
Meeting Date: NOV 02, 2011 Meeting Type: Annual
Record Date: SEP 06, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Colleen F. Arnold For For Management
2 Elect Director George S. Barrett For For Management
3 Elect Director Glenn A. Britt For For Management
4 Elect Director Carrie S. Cox For For Management
5 Elect Director Calvin Darden For For Management
6 Elect Director Bruce L. Downey For For Management
7 Elect Director John F. Finn For For Management
8 Elect Director Gregory B. Kenny For For Management
9 Elect Director David P. King For For Management
10 Elect Director Richard C. Notebaert For For Management
11 Elect Director David W. Raisbeck For For Management
12 Elect Director Jean G. Spaulding For For Management
13 Ratify Auditors For For Management
14 Approve Omnibus Stock Plan For For Management
15 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
16 Advisory Vote on Say on Pay Frequency One Year One Year Management
17 Require Independent Board Chairman Against Against Shareholder
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CENTURYLINK, INC.
Ticker: CTL Security ID: 156700106
Meeting Date: MAY 23, 2012 Meeting Type: Annual
Record Date: APR 04, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Declassify the Board of Directors For For Management
2 Increase Authorized Common Stock For For Management
3.1 Elect Director Fred R. Nichols For For Management
3.2 Elect Director Harvey P. Perry For For Management
3.3 Elect Director Laurie A. Siegel For For Management
3.4 Elect Director Joseph R. Zimmel For For Management
4 Ratify Auditors For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
6 Performance-Based and/or Time-Based Against Against Shareholder
Equity Awards
7 Adopt Policy on Bonus Banking Against Against Shareholder
8 Report on Political Contributions Against Against Shareholder
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CITIGROUP INC.
Ticker: C Security ID: 172967424
Meeting Date: APR 17, 2012 Meeting Type: Annual
Record Date: FEB 21, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Franz B. Humer For For Management
2 Elect Director Robert L. Joss For For Management
3 Elect Director Michael E. O'Neill For For Management
4 Elect Director Vikram S. Pandit For For Management
5 Elect Director Lawrence R. Ricciardi For For Management
6 Elect Director Judith Rodin For For Management
7 Elect Director Robert L. Ryan For For Management
8 Elect Director Anthony M. Santomero For For Management
9 Elect Director Joan E. Spero For For Management
10 Elect Director Diana L. Taylor For For Management
11 Elect Director William S. Thompson, Jr. For For Management
12 Elect Director Ernesto Zedillo Ponce For For Management
de Leon
13 Ratify Auditors For For Management
14 Amend Omnibus Stock Plan For For Management
15 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
16 Disclose Prior Government Service Against Against Shareholder
17 Report on Political Contributions and Against Against Shareholder
Lobbying Expenditures
18 Stock Retention/Holding Period Against Against Shareholder
19 Require Audit Committee Review and Against Against Shareholder
Report on Controls Related to Loans,
Foreclosure and Securitizations
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COCA-COLA ENTERPRISES, INC.
Ticker: CCE Security ID: 19122T109
Meeting Date: APR 24, 2012 Meeting Type: Annual
Record Date: FEB 27, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jan Bennink For For Management
1.2 Elect Director John F. Brock For For Management
1.3 Elect Director Calvin Darden For For Management
1.4 Elect Director L. Phillip Humann For For Management
1.5 Elect Director Orrin H. Ingram, II For For Management
1.6 Elect Director Thomas H. Johnson For For Management
1.7 Elect Director Suzanne B. Labarge For For Management
1.8 Elect Director Veronique Morali For For Management
1.9 Elect Director Garry Watts For For Management
1.10 Elect Director Curtis R. Welling For For Management
1.11 Elect Director Phoebe A. Wood For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
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COMCAST CORPORATION
Ticker: CMCSA Security ID: 20030N101
Meeting Date: MAY 31, 2012 Meeting Type: Annual
Record Date: MAR 22, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Kenneth J. Bacon For For Management
1.2 Elect Director Sheldon M. Bonovitz For For Management
1.3 Elect Director Joseph J. Collins For For Management
1.4 Elect Director J. Michael Cook For For Management
1.5 Elect Director Gerald L. Hassell For For Management
1.6 Elect Director Jeffrey A. Honickman For For Management
1.7 Elect Director Eduardo G. Mestre For For Management
1.8 Elect Director Brian L. Roberts For For Management
1.9 Elect Director Ralph J. Roberts For For Management
1.10 Elect Director Johnathan A. Rodgers For For Management
1.11 Elect Director Judith Rodin For For Management
2 Ratify Auditors For For Management
3 Amend Qualified Employee Stock For For Management
Purchase Plan
4 Amend Nonqualified Employee Stock For For Management
Purchase Plan
5 Restore or Provide for Cumulative Against For Shareholder
Voting
6 Require Independent Board Chairman Against Against Shareholder
7 Stock Retention/Holding Period Against Against Shareholder
8 Submit Shareholder Rights Plan (Poison Against For Shareholder
Pill) to Shareholder Vote
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COOPER INDUSTRIES PLC
Ticker: CBE Security ID: G24140108
Meeting Date: APR 23, 2012 Meeting Type: Annual
Record Date: FEB 29, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Ivor J. Evans as Director For For Management
2 Elect Kirk S. Hachigian as Director For For Management
3 Elect Lawrence D. Kingsley as Director For For Management
4 Accept Financial Statements and For For Management
Statutory Reports
5 Approve Ernst & Young as Auditors and For For Management
Authorize the Audit Committee to Fix
their Remuneration
6 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
7 Authorize Share Repurchase by Any For For Management
Subsidiary of the Company
8 Authorize the Reissue Price Range of For For Management
Treasury Shares
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COVIDIEN PUBLIC LIMITED COMPANY
Ticker: COV Security ID: G2554F113
Meeting Date: MAR 13, 2012 Meeting Type: Annual
Record Date: JAN 12, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Jose E. Almeida For For Management
2 Elect Director Craig Arnold For For Management
3 Elect Director Robert H. Brust For For Management
4 Elect Director John M. Connors, Jr For For Management
5 Elect Director Christopher J. Coughlin For For Management
6 Elect Director Timothy M. Donahue For For Management
7 Elect Director Randall J. Hogan, III For For Management
8 Elect Director Martin D. Madaus For For Management
9 Elect Director Dennis H. Reilley For For Management
10 Elect Director Joseph A. Zaccagnino For For Management
11 Approve Auditors and Authorize Board For For Management
to Fix Their Remuneration
12 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
13 Authorize Open-Market Purchases of For For Management
Ordinary Shares
14 Authorize the Price Range at which the For For Management
Company can Reissue Shares that it
holds as Treasury Shares
15 Amend Articles of Association to For For Management
Provide for Escheatment under U.S. Law
16 Amend Articles of Association to Allow For For Management
Board to Declare Non-Cash Dividends
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DELPHI AUTOMOTIVE PLC
Ticker: DLPH Security ID: G27823106
Meeting Date: JUN 14, 2012 Meeting Type: Annual
Record Date: APR 16, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Reelect Gary Cowger as a Director For For Management
2 Reelect Nicholas Donofrio as a Director For For Management
3 Reelect Mark Frissora as a Director For For Management
4 Reelect Rajiv Gupta as a Director For For Management
5 Reelect John Krol as a Director For For Management
6 Reelect Randall MacDonald as a Director For For Management
7 Reelect Sean Mahoney as a Director For For Management
8 Reelect Michael McNamara as a Director For For Management
9 Reelect Rodney O'Neal as a Director For For Management
10 Reelect Thomas Sidlik as a Director For For Management
11 Reelect Bernd Wiedemann as a Director For For Management
12 Reelect Lawrence Zimmerman as a For For Management
Director
13 Ratify Ernst & Young LLP as Auditors For For Management
and Authorize Board to Fix Their
Remuneration
14 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
15 Advisory Vote on Say on Pay Frequency One Year One Year Management
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DOVER CORPORATION
Ticker: DOV Security ID: 260003108
Meeting Date: MAY 03, 2012 Meeting Type: Annual
Record Date: MAR 09, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director David H. Benson For For Management
2 Elect Director Robert W. Cremin For For Management
3 Elect Director Jean-Pierre M. Ergas For For Management
4 Elect Director Peter T. Francis For For Management
5 Elect Director Kristiane C. Graham For For Management
6 Elect Director Robert A. Livingston For For Management
7 Elect Director Richard K. Lochridge For For Management
8 Elect Director Bernard G. Rethore For For Management
9 Elect Director Michael B. Stubbs For For Management
10 Elect Director Stephen M. Todd For For Management
11 Elect Director Stephen K. Wagner For For Management
12 Elect Director Mary A. Winston For For Management
13 Approve Omnibus Stock Plan For For Management
14 Ratify Auditors For For Management
15 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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E. I. DU PONT DE NEMOURS AND COMPANY
Ticker: DD Security ID: 263534109
Meeting Date: APR 25, 2012 Meeting Type: Annual
Record Date: FEB 29, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Lamberto Andreotti For For Management
2 Elect Director Richard H. Brown For For Management
3 Elect Director Robert A. Brown For For Management
4 Elect Director Bertrand P. Collomb For For Management
5 Elect Director Curtis J. Crawford For For Management
6 Elect Director Alexander M. Cutler For For Management
7 Elect Director Eleuthere I. Du Pont For For Management
8 Elect Director Marillyn A. Hewson For For Management
9 Elect Director Lois D. Juliber For For Management
10 Elect Director Ellen J. Kullman For For Management
11 Elect Director Lee M. Thomas For For Management
12 Ratify Auditors For For Management
13 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
14 Require Independent Board Chairman Against Against Shareholder
15 Report on Pay Disparity Against Against Shareholder
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EXELON CORPORATION
Ticker: EXC Security ID: 30161N101
Meeting Date: NOV 17, 2011 Meeting Type: Special
Record Date: OCT 07, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Issue Shares in Connection with For For Management
Acquisition
2 Adjourn Meeting For For Management
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EXELON CORPORATION
Ticker: EXC Security ID: 30161N101
Meeting Date: APR 02, 2012 Meeting Type: Annual
Record Date: FEB 07, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director John A. Canning, Jr. For For Management
2 Elect Director Christopher M. Crane For For Management
3 Elect Director M. Walter D'Alessio For For Management
4 Elect Director Nicholas DeBenedictis For For Management
5 Elect Director Nelson A. Diaz For For Management
6 Elect Director Sue L. Gin For For Management
7 Elect Director Rosemarie B. Greco For For Management
8 Elect Director Paul L. Joskow, Ph. D. For For Management
9 Elect Director Richard W. Mies For For Management
10 Elect Director John M. Palms, Ph. D. For For Management
11 Elect Director William C. Richardson, For For Management
Ph. D.
12 Elect Director Thomas J. Ridge For For Management
13 Elect Director John W. Rogers, Jr. For For Management
14 Elect Director John W. Rowe For For Management
15 Elect Director Stephen D. Steinour For For Management
16 Elect Director Don Thompson For For Management
17 Elect Director Ann C. Berzin For For Management
18 Elect Director Yves C. de Balmann For For Management
19 Elect Director Robert J. Lawless For For Management
20 Elect Director Mayo A. Shattuck III For For Management
21 Ratify Auditors For For Management
22 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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EXPRESS SCRIPTS HOLDING COMPANY
Ticker: ESRX Security ID: 30219G108
Meeting Date: MAY 30, 2012 Meeting Type: Annual
Record Date: APR 11, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Gary G. Benanav For For Management
2 Elect Director Maura C. Breen For For Management
3 Elect Director William J. Delaney For For Management
4 Elect Director Nicholas J. Lahowchic For For Management
5 Elect Director Thomas P. Mac Mahon For For Management
6 Elect Director Frank Mergenthaler For For Management
7 Elect Director Woodrow A. Myers, Jr. For For Management
8 Elect Director John O. Parker, Jr. For For Management
9 Election Of Director: George Paz For For Management
10 Election Of Director: Myrtle S. Potter For For Management
11 Elect Director William L. Roper For For Management
12 Elect Director Samuel K. Skinner For For Management
13 Elect Director Seymour Sternberg For For Management
14 Ratify Auditors For For Management
15 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
16 Report on Political Contributions Against Against Shareholder
17 Provide Right to Act by Written Consent Against Against Shareholder
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EXPRESS SCRIPTS, INC.
Ticker: ESRX Security ID: 302182100
Meeting Date: DEC 21, 2011 Meeting Type: Special
Record Date: NOV 04, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
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EXXON MOBIL CORPORATION
Ticker: XOM Security ID: 30231G102
Meeting Date: MAY 30, 2012 Meeting Type: Annual
Record Date: APR 04, 2012
# 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 H.H. Fore For For Management
1.6 Elect Director K.C. Frazier For For Management
1.7 Elect Director W.W. George For For Management
1.8 Elect Director S.J. Palmisano For For Management
1.9 Elect Director S.S. 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 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Require Independent Board Chairman Against Against Shareholder
5 Require a Majority Vote for the Against For Shareholder
Election of Directors
6 Report on Political Contributions Against Against Shareholder
7 Amend EEO Policy to Prohibit Against Against Shareholder
Discrimination based on Sexual
Orientation and Gender Identity
8 Report on Hydraulic Fracturing Risks Against Against Shareholder
to Company
9 Adopt Quantitative GHG Goals for Against Against Shareholder
Products and Operations
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FIFTH THIRD BANCORP
Ticker: FITB Security ID: 316773100
Meeting Date: APR 17, 2012 Meeting Type: Annual
Record Date: FEB 29, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Darryl F. Allen For For Management
1.2 Elect Director B. Evan Bayh, III For For Management
1.3 Elect Director Ulysses L. Bridgeman, For For Management
Jr.
1.4 Elect Director Emerson L. Brumback For For Management
1.5 Elect Director James P. Hackett For For Management
1.6 Elect Director Gary R. Heminger For For Management
1.7 Elect Director Jewell D. Hoover For For Management
1.8 Elect Director William M. Isaac For For Management
1.9 Elect Director Kevin T. Kabat For For Management
1.10 Elect Director Mitchel D. Livingston For For Management
1.11 Elect Director Michael B. McCallister For For Management
1.12 Elect Director Hendrik G. Meijer For For Management
1.13 Elect Director John J. Schiff, Jr. For For Management
1.14 Elect Director Marsha C. Williams For For Management
2 Ratify Auditors For For Management
3 Adopt Majority Voting for Uncontested For For Management
Election of Directors
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Advisory Vote on Say on Pay Frequency One Year One Year Management
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GENERAL DYNAMICS CORPORATION
Ticker: GD Security ID: 369550108
Meeting Date: MAY 02, 2012 Meeting Type: Annual
Record Date: MAR 08, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Mary T. Barra For For Management
2 Elect Director Nicholas D. Chabraja For For Management
3 Elect Director James S. Crown For For Management
4 Elect Director William P. Fricks For For Management
5 Elect Director Jay L. Johnson For For Management
6 Elect Director James L. Jones For For Management
7 Elect Director Paul G. Kaminski For For Management
8 Elect Director John M. Keane For For Management
9 Elect Director Lester L. Lyles For For Management
10 Elect Director Phebe N. Novakovic For For Management
11 Elect Director William A. Osborn For For Management
12 Elect Director Robert Walmsley For For Management
13 Ratify Auditors For For Management
14 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
15 Approve Omnibus Stock Plan For For Management
16 Review and Assess Human Rights Policies Against Against Shareholder
17 Require Independent Board Chairman Against Against Shareholder
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GENERAL ELECTRIC COMPANY
Ticker: GE Security ID: 369604103
Meeting Date: APR 25, 2012 Meeting Type: Annual
Record Date: FEB 27, 2012
# 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 Ann M. Fudge For For Management
4 Elect Director Susan Hockfield For For Management
5 Elect Director Jeffrey R. Immelt For For Management
6 Elect Director Andrea Jung For For Management
7 Elect Director Alan G. Lafley For For Management
8 Elect Director Robert W. Lane For For Management
9 Elect Director Ralph S. Larsen For For Management
10 Elect Director Rochelle B. Lazarus For For Management
11 Elect Director James J. Mulva For For Management
12 Elect Director Sam Nunn For For Management
13 Elect Director Roger S. Penske For For Management
14 Elect Director Robert J. Swieringa For For Management
15 Elect Director James S. Tisch For For Management
16 Elect Director Douglas A. Warner, III For For Management
17 Ratify Auditors For For Management
18 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
19 Amend Omnibus Stock Plan For For Management
20 Approve Material Terms of Senior For For Management
Officer Performance Goals
21 Provide for Cumulative Voting Against Against Shareholder
22 Phase Out Nuclear Activities Against Against Shareholder
23 Require Independent Board Chairman Against Against Shareholder
24 Provide Right to Act by Written Consent Against Against Shareholder
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GENERAL MILLS, INC.
Ticker: GIS Security ID: 370334104
Meeting Date: SEP 26, 2011 Meeting Type: Annual
Record Date: JUL 28, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Bradbury H. Anderson For For Management
2 Elect Director R. Kerry Clark For For Management
3 Elect Director Paul Danos For For Management
4 Elect Director William T. Esrey For For Management
5 Elect Director Raymond V. Gilmartin For For Management
6 Elect Director Judith Richards Hope For For Management
7 Elect Director Heidi G. Miller For For Management
8 Elect Director Hilda Ochoa-Brillembourg For For Management
9 Elect Director Steve Odland For For Management
10 Elect Director Kendall J. Powell For For Management
11 Elect Director Michael D. Rose For For Management
12 Elect Director Robert L. Ryan For For Management
13 Elect Director Dorothy A. Terrell For For Management
14 Approve Omnibus Stock Plan For For Management
15 Approve Non-Employee Director Omnibus For For Management
Stock Plan
16 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
17 Advisory Vote on Say on Pay Frequency One Year One Year Management
18 Ratify Auditors For For Management
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GOOGLE INC.
Ticker: GOOG Security ID: 38259P508
Meeting Date: JUN 21, 2012 Meeting Type: Annual
Record Date: APR 23, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Larry Page For For Management
1.2 Elect Director Sergey Brin For For Management
1.3 Elect Director Eric E. Schmidt For For Management
1.4 Elect Director L. John Doerr For For Management
1.5 Elect Director Diane B. Greene For For Management
1.6 Elect Director John L. Hennessy For For Management
1.7 Elect Director Ann Mather For For Management
1.8 Elect Director Paul S. Otellini For For Management
1.9 Elect Director K. Ram Shriram For For Management
1.10 Elect Director Shirley M. Tilghman For For Management
2 Ratify Auditors For For Management
3 Authorize a New Class of Common Stock For Against Management
4 Increase Authorized Common Stock For Against Management
5 Amend Charter to Provide For Class A For For Management
Common Holders to Receive Equal
Consideration as Class B Common
Holders in event of any Merger,
Consolidation or Business Combination
6 Approve Omnibus Stock Plan For Against Management
7 Approve Omnibus Stock Plan For Against Management
8 Adopt Proxy Statement Reporting on Against Against Shareholder
Political Contributions and Advisory
Vote
9 Amend Articles Regarding Arbitration Against Against Shareholder
of Shareholder Lawsuits
10 Approve Recapitalization Plan for all Against For Shareholder
Stock to have One-vote per Share
--------------------------------------------------------------------------------
HALLIBURTON COMPANY
Ticker: HAL Security ID: 406216101
Meeting Date: MAY 16, 2012 Meeting Type: Annual
Record Date: MAR 19, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Alan M. Bennett For For Management
2 Elect Director James R. Boyd For For Management
3 Elect Director Milton Carroll For For Management
4 Elect Director Nance K. Dicciani For For Management
5 Elect Director Murry S. Gerber For For Management
6 Elect Director S. Malcolm Gillis For For Management
7 Elect Director Abdallah S. Jum'ah For For Management
8 Elect Director David J. Lesar For For Management
9 Elect Director Robert A. Malone For For Management
10 Elect Director J. Landis Martin For For Management
11 Elect Director Debra L. Reed For For Management
12 Ratify Auditors For For Management
13 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
14 Amend Omnibus Stock Plan For For Management
--------------------------------------------------------------------------------
HCA HOLDINGS, INC.
Ticker: HCA Security ID: 40412C101
Meeting Date: APR 26, 2012 Meeting Type: Annual
Record Date: MAR 01, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard M. Bracken For For Management
1.2 Elect Director R. Milton Johnson For Withhold Management
1.3 Elect Director John P. Connaughton For Withhold Management
1.4 Elect Director Kenneth W. Freeman For Withhold Management
1.5 Elect Director Thomas F. Frist, III For Withhold Management
1.6 Elect Director William R. Frist For Withhold Management
1.7 Elect Director Christopher R. Gordon For Withhold Management
1.8 Elect Director Jay O. Light For For Management
1.9 Elect Director Geoffrey G. Meyers For For Management
1.10 Elect Director Michael W. Michelson For Withhold Management
1.11 Elect Director James C. Momtazee For Withhold Management
1.12 Elect Director Stephen G. Pagliuca For Withhold Management
1.13 Elect Director Wayne J. Riley, M.D. For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
--------------------------------------------------------------------------------
INTEL CORPORATION
Ticker: INTC Security ID: 458140100
Meeting Date: MAY 17, 2012 Meeting Type: Annual
Record Date: MAR 19, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Charlene Barshefsky For For Management
2 Elect Director Andy D. Bryant For For Management
3 Elect Director Susan L. Decker For For Management
4 Elect Director John J. Donahoe For For Management
5 Elect Director Reed E. Hundt For For Management
6 Elect Director Paul S. Otellini For For Management
7 Elect Director James D. Plummer For For Management
8 Elect Director David S. Pottruck 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 For For Management
Executive Officers' Compensation
13 Adopt Proxy Statement Reporting on Against Against Shareholder
Political Contributions and Advisory
Vote
--------------------------------------------------------------------------------
INTERNATIONAL GAME TECHNOLOGY
Ticker: IGT Security ID: 459902102
Meeting Date: MAR 05, 2012 Meeting Type: Annual
Record Date: JAN 09, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Paget L. Alves For For Management
1.2 Elect Director Janice Chaffin For For Management
1.3 Elect Director Greg Creed For For Management
1.4 Elect Director Patti S. Hart For For Management
1.5 Elect Director Robert J. Miller For For Management
1.6 Elect Director David E. Roberson For For Management
1.7 Elect Director Vincent L. Sadusky For For Management
1.8 Elect Director Philip G. Satre For For Management
2 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
JABIL CIRCUIT, INC.
Ticker: JBL Security ID: 466313103
Meeting Date: JAN 26, 2012 Meeting Type: Annual
Record Date: NOV 28, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Martha F. Brooks For For Management
1.2 Elect Director Mel S. Lavitt For For Management
1.3 Elect Director Timothy L. Main For For Management
1.4 Elect Director William D. Morean For For Management
1.5 Elect Director Lawrence J. Murphy For For Management
1.6 Elect Director Frank A. Newman For For Management
1.7 Elect Director Steven A. Raymund For For Management
1.8 Elect Director Thomas A. Sansone For For Management
1.9 Elect Director David M. Stout For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Other Business For For Management
--------------------------------------------------------------------------------
JOHNSON & JOHNSON
Ticker: JNJ Security ID: 478160104
Meeting Date: APR 26, 2012 Meeting Type: Annual
Record Date: FEB 28, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Mary Sue Coleman For For Management
2 Elect Director James G. Cullen For For Management
3 Elect Director Ian E.l. Davis For For Management
4 Elect Director Alex Gorsky For For Management
5 Elect Director Michael M.e. Johns For For Management
6 Elect Director Susan L. Lindquist For For Management
7 Elect Director Anne M. Mulcahy For For Management
8 Elect Director Leo F. Mullin For For Management
9 Elect Director William D. Perez For For Management
10 Elect Director Charles Prince For For Management
11 Elect Director David Satcher For For Management
12 Elect Director William C. Weldon For For Management
13 Elect Director Ronald A. Williams For For Management
14 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
15 Approve Omnibus Stock Plan For For Management
16 Ratify Auditors For For Management
17 Require Independent Board Chairman Against Against Shareholder
18 Require Shareholder Vote to Approve Against Against Shareholder
Political Contributions
19 Adopt Animal-Free Training Methods Against Against Shareholder
--------------------------------------------------------------------------------
JPMORGAN CHASE & CO.
Ticker: JPM Security ID: 46625H100
Meeting Date: MAY 15, 2012 Meeting Type: Annual
Record Date: MAR 16, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director James A. Bell For For Management
2 Elect Director Crandall C. Bowles For For Management
3 Elect Director Stephen B. Burke For For Management
4 Elect Director David M. Cote For For Management
5 Elect Director James S. Crown For For Management
6 Elect Director James Dimon For For Management
7 Elect Director Timothy P. Flynn For For Management
8 Elect Director Ellen V. Futter For For Management
9 Elect Director Laban P. Jackson, Jr. For For Management
10 Elect Director Lee R. Raymond For For Management
11 Elect Director William C. Weldon For For Management
12 Ratify Auditors For For Management
13 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
14 Affirm Political Non-Partisanship Against Against Shareholder
15 Require Independent Board Chairman Against Against Shareholder
16 Report on Loan Modifications Against Against Shareholder
17 Report on Political Contributions Against Against Shareholder
18 Institute Procedures to Prevent Against Against Shareholder
Investments in Companies that
Contribute to Genocide or Crimes
Against Humanity
19 Provide Right to Act by Written Consent Against Against Shareholder
20 Stock Retention Against Against Shareholder
--------------------------------------------------------------------------------
LAM RESEARCH CORPORATION
Ticker: LRCX Security ID: 512807108
Meeting Date: MAY 10, 2012 Meeting Type: Special
Record Date: MAR 12, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Issue Shares in Connection with For For Management
Acquisition
2 Adjourn Meeting For For Management
--------------------------------------------------------------------------------
LIBERTY MEDIA CORPORATION
Ticker: LINTA Security ID: 53071M708
Meeting Date: SEP 07, 2011 Meeting Type: Annual
Record Date: JUL 20, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Evan D. Malone For For Management
1.2 Elect Director David E. Rapley For For Management
1.3 Elect Director Larry E. Romrell For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency Three One Year Management
Years
4 Approve Non-Employee Director Omnibus For Against Management
Stock Plan
5 Change Company Name For For Management
6 Ratify Auditors For For Management
--------------------------------------------------------------------------------
MACY'S, INC.
Ticker: M Security ID: 55616P104
Meeting Date: MAY 18, 2012 Meeting Type: Annual
Record Date: MAR 23, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Stephen F. Bollenbach For For Management
2 Elect Director Deirdre P. Connelly For For Management
3 Elect Director Meyer Feldberg For For Management
4 Elect Director Sara Levinson For For Management
5 Elect Director Terry J. Lundgren For For Management
6 Elect Director Joseph Neubauer For For Management
7 Elect Director Joyce M. Roche For For Management
8 Elect Director Paul C. Varga For For Management
9 Elect Director Craig E. Weatherup For For Management
10 Elect Director Marna C. Whittington For For Management
11 Ratify Auditors For For Management
12 Approve Executive Incentive Bonus Plan For For Management
13 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
14 Phase Out Sale of Raccoon Dog Fur Against Against Shareholder
Products
--------------------------------------------------------------------------------
MCDONALD'S CORPORATION
Ticker: MCD Security ID: 580135101
Meeting Date: MAY 24, 2012 Meeting Type: Annual
Record Date: MAR 27, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Robert A. Eckert For For Management
2 Elect Director Enrique Hernandez, Jr. For For Management
3 Elect Director Jeanne P. Jackson For For Management
4 Elect Director Andrew J. Mckenna For For Management
5 Elect Director Donald Thompson For For Management
6 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
7 Approve Omnibus Stock Plan For For Management
8 Declassify the Board of Directors For For Management
9 Provide Right to Call Special Meeting For For Management
10 Ratify Auditors For For Management
11 Report on Policy Responses to Against Against Shareholder
Children's Health Concerns and Fast
Food
--------------------------------------------------------------------------------
MONSANTO COMPANY
Ticker: MON Security ID: 61166W101
Meeting Date: JAN 24, 2012 Meeting Type: Annual
Record Date: NOV 28, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Directors Janice L. Fields For For Management
2 Elect Directors Hugh Grant For For Management
3 Elect Directors C. Steven McMillan For For Management
4 Elect Directors Robert J. Stevens For For Management
5 Ratify Auditors For For Management
6 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
7 Amend Omnibus Stock Plan For For Management
8 Report on Risk of Genetically Against Against Shareholder
Engineered Products
--------------------------------------------------------------------------------
MYLAN INC.
Ticker: MYL Security ID: 628530107
Meeting Date: MAY 04, 2012 Meeting Type: Annual
Record Date: MAR 23, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert J. Coury For For Management
1.2 Elect Director Rodney L. Piatt For For Management
1.3 Elect Director Heather Bresch For For Management
1.4 Elect Director Wendy Cameron For For Management
1.5 Elect Director Robert J. Cindrich For For Management
1.6 Elect Director Neil Dimick For For Management
1.7 Elect Director Douglas J. Leech For For Management
1.8 Elect Director Joseph C. Maroon For For Management
1.9 Elect Director Mark W. Parrish For For Management
1.10 Elect Director C.B. Todd For For Management
1.11 Elect Director Randall L. Vanderveen For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
5 Report on Political Contributions Against Against Shareholder
6 Require Independent Board Chairman Against Against Shareholder
--------------------------------------------------------------------------------
NATIONAL OILWELL VARCO, INC.
Ticker: NOV Security ID: 637071101
Meeting Date: MAY 16, 2012 Meeting Type: Annual
Record Date: MAR 26, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Merrill A. Miller, Jr. For For Management
2 Elect Director Greg L. Armstrong For For Management
3 Elect Director David D. Harrison For For Management
4 Ratify Auditors For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
6 Report on Political Contributions Against Against Shareholder
--------------------------------------------------------------------------------
NEWELL RUBBERMAID INC.
Ticker: NWL Security ID: 651229106
Meeting Date: MAY 08, 2012 Meeting Type: Annual
Record Date: MAR 16, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Thomas E. Clarke For For Management
2 Elect Director Elizabeth For For Management
Cuthbert-Millett
3 Elect Director Domenico De Sole For For Management
4 Elect Director Steven J. Strobel For For Management
5 Ratify Auditors For For Management
6 Declassify the Board of Directors For For Management
7 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
NV ENERGY, INC.
Ticker: NVE Security ID: 67073Y106
Meeting Date: MAY 10, 2012 Meeting Type: Annual
Record Date: MAR 19, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Joseph B. Anderson, Jr. For For Management
2 Elect Director Glenn C. Christenson For For Management
3 Elect Director Susan F. Clark For For Management
4 Elect Director Stephen E. Frank For For Management
5 Elect Director Brian J. Kennedy For For Management
6 Elect Director Maureen T. Mullarkey For For Management
7 Elect Director John F. O'Reilly For For Management
8 Elect Director Philip G. Satre For For Management
9 Elect Director Donald D. Snyder For For Management
10 Elect Director Michael W. Yackira For For Management
11 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
12 Amend Non-Employee Director Restricted For For Management
Stock Plan
13 Ratify Auditors For For Management
--------------------------------------------------------------------------------
ORACLE CORPORATION
Ticker: ORCL Security ID: 68389X105
Meeting Date: OCT 12, 2011 Meeting Type: Annual
Record Date: AUG 15, 2011
# 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 Mark V. Hurd For For Management
1.11 Elect Director Donald L. Lucas For For Management
1.12 Director Naomi O. Seligman For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency None One Year Management
4 Ratify Auditors For For Management
5 Stock Retention/Holding Period Against Against Shareholder
--------------------------------------------------------------------------------
PALL CORPORATION
Ticker: PLL Security ID: 696429307
Meeting Date: DEC 14, 2011 Meeting Type: Annual
Record Date: OCT 25, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Amy E. Alving For For Management
2 Elect Director Daniel J. Carroll, Jr. For For Management
3 Elect Director Robert B. Coutts For For Management
4 Elect Director Cheryl W. Grise For For Management
5 Elect Director Ronald L. Hoffman For For Management
6 Elect Director Lawrence D. Kingsley For For Management
7 Elect Director Dennis N. Longstreet For For Management
8 Elect Director B. Craig Owens For For Management
9 Elect Director Katharine L. Plourde For For Management
10 Elect Director Edward L. Snyder For For Management
11 Elect Director Edward Travaglianti For For Management
12 Ratify Auditors For For Management
13 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
14 Advisory Vote on Say on Pay Frequency One Year One Year Management
15 Approve Executive Incentive Bonus Plan For For Management
16 Approve Omnibus Stock Plan For For Management
--------------------------------------------------------------------------------
PFIZER INC.
Ticker: PFE Security ID: 717081103
Meeting Date: APR 26, 2012 Meeting Type: Annual
Record Date: FEB 28, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Dennis A. Ausiello For For Management
2 Elect Director M. Anthony Burns For For Management
3 Elect Director W. Don Cornwell For For Management
4 Elect Director Frances D. Fergusson For For Management
5 Elect Director William H. Gray, III For For Management
6 Elect Director Helen H. Hobbs For For Management
7 Elect Director Constance J. Horner For For Management
8 Elect Director James M. Kilts For For Management
9 Elect Director George A. Lorch For For Management
10 Elect Director John P. Mascotte For For Management
11 Elect Director Suzanne Nora Johnson For For Management
12 Elect Director Ian C. Read For For Management
13 Elect Director Stephen W. Sanger For For Management
14 Elect Director Marc Tessier-Lavigne For For Management
15 Ratify Auditors For For Management
16 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
17 Publish Political Contributions Against Against Shareholder
18 Provide Right to Act by Written Consent Against Against Shareholder
19 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder
Special Meetings
20 Non-Employee Director Compensation Against Against Shareholder
--------------------------------------------------------------------------------
PRUDENTIAL FINANCIAL, INC.
Ticker: PRU Security ID: 744320102
Meeting Date: MAY 08, 2012 Meeting Type: Annual
Record Date: MAR 09, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Thomas J. Baltimore, Jr. For For Management
2 Elect Director Gordon M. Bethune For For Management
3 Elect Director Gaston Caperton For For Management
4 Elect Director Gilbert F. Casellas For For Management
5 Elect Director James G. Cullen For For Management
6 Elect Director William H. Gray, III For For Management
7 Elect Director Mark B. Grier For For Management
8 Elect Director Constance J. Horner For For Management
9 Elect Director Martina Hund-Mejean For For Management
10 Elect Director Karl J. Krapek For For Management
11 Elect Director Chrisitne A. Poon For For Management
12 Elect Director John R. Strangfeld For For Management
13 Elect Director James A. Unruh For For Management
14 Ratify Auditors For For Management
15 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
16 Eliminate Supermajority Voting For For Management
Provisions
17 Require Independent Board Chairman Against Against Shareholder
--------------------------------------------------------------------------------
QUALCOMM INCORPORATED
Ticker: QCOM Security ID: 747525103
Meeting Date: MAR 06, 2012 Meeting Type: Annual
Record Date: JAN 09, 2012
# 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 Paul E. Jacobs For For Management
1.7 Elect Director Robert E. Kahn For For Management
1.8 Elect Director Sherry Lansing For For Management
1.9 Elect Director Duane A. Nelles For For Management
1.10 Elect Director Francisco Ros For For Management
1.11 Elect Director Brent Scowcroft For For Management
1.12 Elect Director Marc I. Stern For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Eliminate Provision Relating to For For Management
Plurality Voting for the Election of
Directors
--------------------------------------------------------------------------------
RALCORP HOLDINGS, INC.
Ticker: RAH Security ID: 751028101
Meeting Date: FEB 15, 2012 Meeting Type: Annual
Record Date: JAN 13, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David R. Banks For Withhold Management
1.2 Elect Director Jonathan E. Baum For Withhold Management
1.3 Elect Director David P. Skarie For Withhold Management
2.1 Elect Director Barry H. Beracha For For Management
2.2 Elect Director Patrick J. Moore For For Management
3 Ratify Auditors For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Advisory Vote on Say on Pay Frequency One Year One Year Management
--------------------------------------------------------------------------------
RANGE RESOURCES CORPORATION
Ticker: RRC Security ID: 75281A109
Meeting Date: MAY 23, 2012 Meeting Type: Annual
Record Date: MAR 26, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Charles L. Blackburn For For Management
2 Elect Director Anthony V. Dub For For Management
3 Elect Director V. Richard Eales For For Management
4 Elect Director Allen Finkelson For For Management
5 Elect Director James M. Funk For For Management
6 Elect Director Jonathan S. Linker For For Management
7 Elect Director Kevin S. McCarthy For For Management
8 Elect Director John H. Pinkerton For For Management
9 Elect Director Jeffrey L. Ventura For For Management
10 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
11 Ratify Auditors For For Management
12 Pro-rata Vesting of Equity Awards Against Against Shareholder
13 Include Sustainability as a Against Against Shareholder
Performance Measure for Senior
Executive Compensation
--------------------------------------------------------------------------------
REGAL ENTERTAINMENT GROUP
Ticker: RGC Security ID: 758766109
Meeting Date: MAY 09, 2012 Meeting Type: Annual
Record Date: MAR 14, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charles E. Brymer For For Management
1.2 Elect Director Michael L. Campbell For For Management
1.3 Elect Director Alex Yemenidjian For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Amend Omnibus Stock Plan For Against Management
--------------------------------------------------------------------------------
REINSURANCE GROUP OF AMERICA, INCORPORATED
Ticker: RGA Security ID: 759351604
Meeting Date: MAY 16, 2012 Meeting Type: Annual
Record Date: MAR 12, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Frederick J. Sievert For For Management
1.2 Elect Director Stanley B. Tulin For For Management
1.3 Elect Director A. Greig Woodring For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
ROYAL DUTCH SHELL PLC
Ticker: RDSB Security ID: 780259206
Meeting Date: MAY 22, 2012 Meeting Type: Annual
Record Date: APR 12, 2012
# 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 Sir Nigel Sheinwald as Director For For Management
4 Re-elect Josef Ackermann as Director For For Management
5 Re-elect Guy Elliott as Director For For Management
6 Re-elect Simon Henry as Director For For Management
7 Re-elect Charles Holliday as Director For For Management
8 Re-elect Gerard Kleisterlee as Director For For Management
9 Re-elect Christine Morin-Postel as For For Management
Director
10 Re-elect Jorma Ollila as Director For For Management
11 Re-elect Linda Stuntz 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 For For Management
as 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 of Ordinary For For Management
Shares
20 Authorise EU Political Donations and For For Management
Expenditure
--------------------------------------------------------------------------------
SCHLUMBERGER LIMITED
Ticker: SLB Security ID: 806857108
Meeting Date: APR 11, 2012 Meeting Type: Annual
Record Date: FEB 22, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Peter L.S. Currie For For Management
1.2 Elect Director Tony Isaac For For Management
1.3 Elect Director K. Vaman Kamath For For Management
1.4 Elect Director Paal Kibsgaard For For Management
1.5 Elect Director Nikolay Kudryavtsev For For Management
1.6 Elect Director Adrian Lajous For For Management
1.7 Elect Director Michael E. Marks For For Management
1.8 Elect Director Elizabeth Moler For For Management
1.9 Elect Director Lubna S. Olayan For For Management
1.10 Elect Director Leo Rafael Reif For For Management
1.11 Elect Director Tore I. Sandvold For For Management
1.12 Elect Director Henri Seydoux For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Adopt and Approve Financials and For For Management
Dividends
4 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
5 Amend Non-Employee Director Omnibus For For Management
Stock Plan
--------------------------------------------------------------------------------
ST. JUDE MEDICAL, INC.
Ticker: STJ Security ID: 790849103
Meeting Date: MAY 03, 2012 Meeting Type: Annual
Record Date: MAR 07, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director John W. Brown For For Management
2 Elect Director Daniel J. Starks For For Management
3 Amend Qualified Employee Stock For For Management
Purchase Plan
4 Declassify the Board of Directors For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
6 Ratify Auditors For For Management
--------------------------------------------------------------------------------
STARBUCKS CORPORATION
Ticker: SBUX Security ID: 855244109
Meeting Date: MAR 21, 2012 Meeting Type: Annual
Record Date: JAN 12, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Howard Schultz For For Management
2 Elect Director William W. Bradley For For Management
3 Elect Director Mellody Hobson For For Management
4 Elect Director Kevin R. Johnson For For Management
5 Elect Director Olden Lee For For Management
6 Elect Director Joshua Cooper Ramo For For Management
7 Elect Director James G. Shennan, Jr. For For Management
8 Elect Director Clara Shih For For Management
9 Elect Director Javier G. Teruel For For Management
10 Elect Director Myron E. Ullman, III For For Management
11 Elect Director Craig E. Weatherup For For Management
12 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
13 Amend Executive Incentive Bonus Plan For For Management
14 Ratify Auditors For For Management
15 Amend Bylaws to Establish a Board Against Against Shareholder
Committee on Environmental
Sustainability
--------------------------------------------------------------------------------
TEVA PHARMACEUTICAL INDUSTRIES LTD.
Ticker: TEVA Security ID: 881624209
Meeting Date: SEP 19, 2011 Meeting Type: Annual
Record Date: AUG 10, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Final Dividend For For Management
2.1 Elect Chaim Hurvitz as Director For For Management
2.2 Elect Ory Slonim as Director For For Management
2.3 Elect Dan Suesskind as Director For For Management
3.1 Elect Joseph Nitzani as External For For Management
Director and Approve His Remuneration
3.2 Elect Dafna Schwartz as External For For Management
Director and Approve Her Remuneration
4 Approve Auditors and Authorize Board For For Management
to Fix Their Remuneration
5 Approve Director/Officer Liability and For For Management
Indemnification Insurance
6.1 Amend Remuneration of Vice Chairman For For Management
6.2 Approve Reimbursement of Expenses of For For Management
Board Chairman
--------------------------------------------------------------------------------
THE BOEING COMPANY
Ticker: BA Security ID: 097023105
Meeting Date: APR 30, 2012 Meeting Type: Annual
Record Date: MAR 01, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director David L. Calhoun For For Management
2 Elect Director Arthur D. Collins, Jr. For For Management
3 Elect Director Linda Z. Cook For For Management
4 Elect Director Kenneth M. Duberstein For For Management
5 Elect Director Edmund P. Giambastiani, For For Management
Jr.
6 Elect Director Lawrence W. Kellner For For Management
7 Elect Director Edward M. Liddy For For Management
8 Elect Director W. James McNerney, Jr. For For Management
9 Elect Director Susan C. Schwab For For Management
10 Elect Director Ronald A. Williams For For Management
11 Elect Director Mike S. Zafirovski For For Management
12 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
13 Ratify Auditors For For Management
14 Report on Political Contributions Against Against Shareholder
15 Provide Right to Act by Written Consent Against Against Shareholder
16 Adopt Retention Ratio for Against Against Shareholder
Executives/Directors
17 Submit SERP to Shareholder Vote Against For Shareholder
--------------------------------------------------------------------------------
THE PROCTER & GAMBLE COMPANY
Ticker: PG Security ID: 742718109
Meeting Date: OCT 11, 2011 Meeting Type: Annual
Record Date: AUG 12, 2011
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Angela F. Braly For For Management
2 Elect Director Kenneth I. Chenault For For Management
3 Elect Director Scott D. Cook For For Management
4 Elect Director Susan Desmond-Hellmann For For Management
5 Elect Director Robert A. McDonald For For Management
6 Elect Director W. James McNerney, Jr. For For Management
7 Elect Director Johnathan A. Rodgers For For Management
8 Elect Director Margaret C. Whitman For For Management
9 Elect Director Mary Agnes Wilderotter For For Management
10 Elect Director Patricia A. Woertz For For Management
11 Elect Director Ernesto Zedillo For For Management
12 Ratify Auditors For For Management
13 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
14 Advisory Vote on Say on Pay Frequency One Year One Year Management
15 Amend Articles of Incorporation For For Management
16 Provide for Cumulative Voting Against Against Shareholder
17 Phase Out Use of Laboratory Animals in Against Against Shareholder
Pet Food Product Testing
18 Report on Political Contributions and Against Against Shareholder
Provide Advisory Vote
--------------------------------------------------------------------------------
THE TRAVELERS COMPANIES, INC.
Ticker: TRV Security ID: 89417E109
Meeting Date: MAY 23, 2012 Meeting Type: Annual
Record Date: MAR 26, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Alan L. Beller For For Management
2 Elect Director John H. Dasburg For For Management
3 Elect Director Janet M. Dolan For For Management
4 Elect Director Kenneth M. Duberstein For For Management
5 Elect Director Jay S. Fishman For For Management
6 Elect Director Lawrence G. Graev For For Management
7 Elect Director Patricia L. Higgins For For Management
8 Elect Director Thomas R. Hodgson For For Management
9 Elect Director William J. Kane For For Management
10 Elect Director Cleve L. Killingsworth, For For Management
Jr.
11 Elect Director Donald J. Shepard For For Management
12 Elect Director Laurie J. Thomsen For For Management
13 Ratify Auditors For For Management
14 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
15 Report on Political Contributions Against Against Shareholder
--------------------------------------------------------------------------------
TRANSDIGM GROUP INCORPORATED
Ticker: TDG Security ID: 893641100
Meeting Date: FEB 23, 2012 Meeting Type: Annual
Record Date: JAN 03, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director W. Nicholas Howley For For Management
1.2 Elect Director William Dries For For Management
1.3 Elect Director Robert Small For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
TRINITY INDUSTRIES, INC.
Ticker: TRN Security ID: 896522109
Meeting Date: APR 30, 2012 Meeting Type: Annual
Record Date: MAR 16, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John L. Adams For For Management
1.2 Elect Director Rhys J. Best For For Management
1.3 Elect Director David W. Biegler For For Management
1.4 Elect Director Leldon E. Echols For For Management
1.5 Elect Director Ronald J. Gafford For For Management
1.6 Elect Director Ronald W. Haddock For For Management
1.7 Elect Director Adrian Lajous For For Management
1.8 Elect Director Melendy E. Lovett For For Management
1.9 Elect Director Charles W. Matthews For For Management
1.10 Elect Director Douglas L. Rock For For Management
1.11 Elect Director Timothy R. Wallace For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
U.S. BANCORP
Ticker: USB Security ID: 902973304
Meeting Date: APR 17, 2012 Meeting Type: Annual
Record Date: FEB 21, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Douglas M. Baker, Jr. For For Management
2 Elect Director Y. Marc Belton For For Management
3 Elect Director Victoria Buyniski For For Management
Gluckman
4 Elect Director Arthur D. Collins, Jr. For For Management
5 Elect Director Richard K. Davis For For Management
6 Elect Director Roland A. Hernandez For For Management
7 Elect Director Joel W. Johnson For For Management
8 Elect Director Olivia F. Kirtley For For Management
9 Elect Director Jerry W. Levin For For Management
10 Elect Director David B. O'Maley For For Management
11 Elect Director O'dell M. Owens, M.D., For For Management
M.P.H.
12 Elect Director Craig D. Schnuck For For Management
13 Elect Director Patrick T. Stokes For For Management
14 Elect Director Doreen Woo Ho For For Management
15 Ratify Auditors For For Management
16 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
UNION PACIFIC CORPORATION
Ticker: UNP Security ID: 907818108
Meeting Date: MAY 10, 2012 Meeting Type: Annual
Record Date: FEB 29, 2012
# 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 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
15 Report on Lobbying Payments and Policy Against Against Shareholder
16 Stock Retention Against Against Shareholder
--------------------------------------------------------------------------------
WAL-MART STORES, INC.
Ticker: WMT Security ID: 931142103
Meeting Date: JUN 01, 2012 Meeting Type: Annual
Record Date: APR 04, 2012
# 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 Marissa A. Mayer For For Management
9 Elect Director Gregory B. Penner For For Management
10 Elect Director Steven S. Reinemund For For Management
11 Elect Director H. Lee Scott, Jr. For Against Management
12 Elect Director Arne M. Sorenson For For Management
13 Elect Director Jim C. Walton For For Management
14 Elect Director S. Robson Walton For For Management
15 Elect Director Christopher J. Williams For Against Management
16 Elect Director Linda S. Wolf For For Management
17 Ratify Auditors For For Management
18 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
19 Report on Political Contributions Against Against Shareholder
20 Request Director Nominee with Patient Against Against Shareholder
Safety and Healthcare Quality
Experience
21 Performance-Based Equity Awards Against Against Shareholder
--------------------------------------------------------------------------------
WATSON PHARMACEUTICALS, INC.
Ticker: WPI Security ID: 942683103
Meeting Date: MAY 11, 2012 Meeting Type: Annual
Record Date: MAR 16, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Jack Michelson For For Management
2 Elect Director Ronald R. Taylor For For Management
3 Elect Director Andrew L. Turner For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Approve Executive Incentive Bonus Plan For For Management
6 Ratify Auditors For For Management
--------------------------------------------------------------------------------
WELLS FARGO & COMPANY
Ticker: WFC Security ID: 949746101
Meeting Date: APR 24, 2012 Meeting Type: Annual
Record Date: FEB 24, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director John D. Baker, II For For Management
2 Elect Director Elaine L. Chao For For Management
3 Elect Director John S. Chen For For Management
4 Elect Director Lloyd H. Dean For For Management
5 Elect Director Susan E. Engel For For Management
6 Elect Director Enrique Hernandez, Jr. For For Management
7 Elect Director Donald M. James For For Management
8 Elect Director Cynthia H. Milligan For For Management
9 Elect Director Nicholas G. Moore For For Management
10 Elect Director Federico F. Pena 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 John G. Stumpf For For Management
15 Elect Director Susan G. Swenson For For Management
16 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
17 Ratify Auditors For For Management
18 Require Independent Board Chairman Against Against Shareholder
19 Provide for Cumulative Voting Against Against Shareholder
20 Adopt Proxy Access Right Against For Shareholder
21 Require Audit Committee Review and Against Against Shareholder
Report on Controls Related to Loans,
Foreclosure and Securitizations
--------------------------------------------------------------------------------
WYNDHAM WORLDWIDE CORPORATION
Ticker: WYN Security ID: 98310W108
Meeting Date: MAY 10, 2012 Meeting Type: Annual
Record Date: MAR 16, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Stephen P. Holmes For For Management
1.2 Elect Director Myra J. Biblowit For For Management
1.3 Elect Director Pauline D.E. Richards For For Management
2 Declassify the Board of Directors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
XL GROUP PLC
Ticker: XL Security ID: G98290102
Meeting Date: APR 27, 2012 Meeting Type: Annual
Record Date: MAR 07, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Ramani Ayer as Director For For Management
2 Elect Dale R. Comey as Director For For Management
3 Elect Robert R. Glauber as Director For For Management
4 Elect Suzanne B. Labarge as Director For For Management
5 Ratify Auditors For For Management
6 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
========== 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 24, 2012