================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811- 08189 J.P. Morgan Fleming Mutual Fund Group, Inc. (Exact name of registrant as specified in charter) 270 Park Avenue, New York, NY 10017 (Address of principal (Zip code) executive offices) J.P. Morgan Investment Management, Inc., 270 Park Avenue, New York, NY 10017 (Name and address of agent for service) Registrant's telephone number, including area code: 1-800-480-4111 Date of fiscal year end: June 30 Date of reporting period: July 1, 2011 through June 30, 2012 ================================================================================ Item 1. Proxy Voting Record ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-08189 Reporting Period: 07/01/2011 - 06/30/2012 J.P. Morgan Fleming Mutual Fund Group, Inc. ========================= JPMorgan Mid Cap Value Fund ========================== JPMorgan Diversified Mid Cap Value Fund merged into JPMorgan Mid Cap Value Fund. AIRGAS, INC. Ticker: ARG Security ID: 009363102 Meeting Date: AUG 29, 2011 Meeting Type: Annual Record Date: JUL 01, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter McCausland For For Management 1.2 Elect Director Lee M. Thomas For For Management 1.3 Elect Director John C. van Roden, Jr. For For Management 1.4 Elect Director Ellen C. Wolf 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 -------------------------------------------------------------------------------- ALBEMARLE CORPORATION Ticker: ALB Security ID: 012653101 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jim W. Nokes For For Management 1.2 Elect Director Willam H. Hernandez For For Management 1.3 Elect Director R. William Ide, III For For Management 1.4 Elect Director Luther C. Kissam, IV For For Management 1.5 Elect Director Joseph M. Mahady For For Management 1.6 Elect Director Barry W. Perry For For Management 1.7 Elect Director John Sherman, Jr. For For Management 1.8 Elect Director Harriett Tee Taggart For For Management 1.9 Elect Director Anne Marie Whittemore For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ALLEGHANY CORPORATION Ticker: Y Security ID: 017175100 Meeting Date: APR 27, 2012 Meeting Type: Annual Record Date: MAR 14, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John G. Foos For For Management 2 Elect Director William K. Lavin For For Management 3 Elect Director Phillip M. Martineau For For Management 4 Elect Director Raymond L. M. Wong For For Management 5 Approve Omnibus Stock Plan For For Management 6 Ratify Auditors For For Management 7 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ALLIANT TECHSYSTEMS INC. Ticker: ATK Security ID: 018804104 Meeting Date: AUG 02, 2011 Meeting Type: Annual Record Date: JUN 06, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roxanne J. Decyk For For Management 1.2 Elect Director Mark W. DeYoung For For Management 1.3 Elect Director Martin C. Faga For For Management 1.4 Elect Director Ronald R. Fogleman For For Management 1.5 Elect Director April H. Foley For For Management 1.6 Elect Director Tig H. Krekel For For Management 1.7 Elect Director Douglas L. Maine For For Management 1.8 Elect Director Roman Martinez IV For For Management 1.9 Elect Director Mark H. Ronald For For Management 1.10 Elect Director William G. Van Dyke For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- AMC NETWORKS INC. Ticker: AMCX Security ID: 00164V103 Meeting Date: JUN 05, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Neil M. Ashe For For Management 1.2 Elect Director Alan D. Schwartz For For Management 1.3 Elect Director Leonard Tow For For Management 1.4 Elect Director Robert C. Wright For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Amend Non-Employee Director Omnibus For For Management Stock Plan 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- AMERIPRISE FINANCIAL, INC. Ticker: AMP Security ID: 03076C106 Meeting Date: APR 25, 2012 Meeting Type: Annual Record Date: FEB 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lon R. Greenberg For For Management 2 Elect Director Warren D. Knowlton For For Management 3 Elect Director Jeffrey Noddle For For Management 4 Elect Director Robert F. Sharpe, Jr. For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- AMERISOURCEBERGEN CORPORATION Ticker: ABC Security ID: 03073E105 Meeting Date: MAR 01, 2012 Meeting Type: Annual Record Date: JAN 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Steven H. Collis For For Management 2 Elect Director Richard C. Gozon For For Management 3 Elect Director Kathleen W. Hyle For For Management 4 Elect Director Michael J. Long For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- AMETEK, INC. Ticker: AME Security ID: 031100100 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Malone For For Management 1.2 Elect Director Elizabeth R. Varet For For Management 1.3 Elect Director Dennis K. Williams For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- AMPHENOL CORPORATION Ticker: APH Security ID: 032095101 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward G. Jepsen For For Management 1.2 Elect Director John R. Lord For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Declassify the Board of Directors For For Management 5 Reduce Supermajority Vote Requirement For For Management 6 Approve Non-Employee Director For For Management Restricted Stock Plan 7 Reduce Supermajority Vote Requirement Against For Shareholder -------------------------------------------------------------------------------- ANALOG DEVICES, INC. Ticker: ADI Security ID: 032654105 Meeting Date: MAR 13, 2012 Meeting Type: Annual Record Date: JAN 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Ray Stata For For Management 2 Elect Director Jerald G. Fishman For For Management 3 Elect Director James A. Champy For For Management 4 Elect Director John C. Hodgson For For Management 5 Elect Director Yves-Andre Istel For For Management 6 Elect Director Neil Novich For For Management 7 Elect Director F. Grant Saviers For For Management 8 Elect Director Paul J. Severino For For Management 9 Elect Director Kenton J. Sicchitano For For Management 10 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 11 Ratify Auditors For For Management -------------------------------------------------------------------------------- ARCH CAPITAL GROUP LTD. Ticker: ACGL Security ID: G0450A105 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eric W. Doppstadt For For Management 1.2 Elect Director Constantine Iordanou For For Management 1.3 Elect Director James J. Meenaghan For For Management 1.4 Elect Director John M. Pasquesi For Withhold Management 2.1 Elect Director Anthony Asquith as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.2 Elect Director Edgardo Balois as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.3 Elect Director William E. Beveridge as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.4 Elect Director Dennis R. Brand as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.5 Elect Director Peter Calleo as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.6 Elect Director Knud Christensen as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.7 Elect Director Paul Cole as Designated For For Management Company Director of Non-U.S. Subsidiaries 2.8 Elect Director Graham B.R. Collis as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.9 Elect Director William J. Cooney as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.10 Elect Director Michael Feetham as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.11 Elect Director Stephen Fogarty as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.12 Elect Director E. Fullerton-Rome as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.13 Elect Director Marc Grandisson as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.14 Elect Director Michael A. Greene as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.15 Elect Director John C.R. Hele as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.16 Elect Director David W. Hipkin as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.17 Elect Director W. Preston Hutchings as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.18 Elect Director Constantine Iordanou as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.19 Elect Director Wolbert H. Kamphuijs as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.20 Elect Director Michael H. Kier as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.21 Elect Director Lin Li-Williams as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.22 Elect Director Mark D. Lyons as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.23 Elect Director Adam Matteson as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.24 Elect Director David McElroy as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.25 Elect Director Rommel Mercado as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.26 Elect Director Martin J. Nilsen as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.27 Elect Director Mark Nolan as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.28 Elect Director Nicolas Papadopoulo as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.29 Elect Director Elisabeth Quinn as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.30 Elect Director Maamoun Rajeh as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.31 Elect Director John F. Rathgeber as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.32 Elect Director Andrew Rippert as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.33 Elect Director Paul S. Robotham as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.34 Elect Director Carla Santamaria-Sena For For Management as Designated Company Director of Non-U.S. Subsidiaries 2.35 Elect Director Scott Schenker as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.36 Elect Director Soren Scheuer as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.37 Elect Director Budhi Singh as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.38 Elect Director Helmut Sohler as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.39 Elect Director Iwan van Munster as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.40 Elect Director Angus Watson as For For Management Designated Company Director of Non-U.S. Subsidiaries 2.41 Elect Director James R. Weatherstone For For Management as Designated Company Director of Non-U.S. Subsidiaries 3 Approve Arch Capital Group LTD. 2012 For For Management Long Term Incentive and Share Award Plan 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ARROW ELECTRONICS, INC. Ticker: ARW Security ID: 042735100 Meeting Date: MAY 04, 2012 Meeting Type: Annual Record Date: MAR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barry W. Perry For For Management 1.2 Elect Director Philip K. Asherman For For Management 1.3 Elect Director Gail E. Hamilton For For Management 1.4 Elect Director John N. Hanson For For Management 1.5 Elect Director Richard S. Hill For For Management 1.6 Elect Director M.F. (Fran) Keeth For For Management 1.7 Elect Director Andrew C. Kerin For For Management 1.8 Elect Director Michael J. Long For For Management 1.9 Elect Director Stephen C. Patrick For For Management 1.10 Elect Director John C. Waddell For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- AUTOZONE, INC. Ticker: AZO Security ID: 053332102 Meeting Date: DEC 14, 2011 Meeting Type: Annual Record Date: OCT 17, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William C. Crowley For For Management 2 Elect Director Sue E. Gove For For Management 3 Elect Director Earl G. Graves, Jr. For For Management 4 Elect Director Robert R. Grusky For For Management 5 Elect Director J. R. Hyde, III For For Management 6 Elect Director W. Andrew McKenna For For Management 7 Elect Director George R. Mrkonic, Jr. For For Management 8 Elect Director Luis P. Nieto For For Management 9 Elect Director William C. Rhodes, III For For Management 10 Ratify Auditors For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- BALL CORPORATION Ticker: BLL Security ID: 058498106 Meeting Date: APR 25, 2012 Meeting Type: Annual Record Date: MAR 01, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert W. Alspaugh For Withhold Management 1.2 Elect Director R. David Hoover For Withhold Management 1.3 Elect Director Jan Nicholson For Withhold Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BANCORPSOUTH, INC. Ticker: BXS Security ID: 059692103 Meeting Date: APR 25, 2012 Meeting Type: Annual Record Date: MAR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gus J. Blass, III For For Management 1.2 Elect Director James E. Campbell, III For For Management 1.3 Elect Director Albert C. Clark For For Management 1.4 Elect Director Grace Clark For For Management 1.5 Elect Director Hassell H. Franklin For For Management 1.6 Elect Director Keith J. Jackson For For Management 1.7 Elect Director George F. Middlebrook, For For Management III 1.8 Elect Director Robert C. Nolan For For Management 1.9 Elect Director W. Cal Partee, Jr. For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- BECTON, DICKINSON AND COMPANY Ticker: BDX Security ID: 075887109 Meeting Date: JAN 31, 2012 Meeting Type: Annual Record Date: DEC 12, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Basil L. Anderson For For Management 2 Elect Director Henry P. Becton, Jr. For For Management 3 Elect Director Edward F. Degraan For For Management 4 Elect Director Vincent A. Forlenza For For Management 5 Elect Director Claire M. Fraser-liggett For For Management 6 Elect Director Christopher Jones For For Management 7 Elect Director Marshall O. Larsen For For Management 8 Elect Director Edward J. Ludwig For For Management 9 Elect Director Adel A.F. Mahmoud For For Management 10 Elect Director Gary A. Mecklenburg For For Management 11 Elect Director James F. Orr For For Management 12 Elect Director Willard J. Overlock, Jr For For Management 13 Elect Director Bertram L. Scott For For Management 14 Elect Director Alfred Sommer For For Management 15 Ratify Auditors For For Management 16 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 17 Provide for Cumulative Voting Against Against Shareholder -------------------------------------------------------------------------------- BED BATH & BEYOND INC. Ticker: BBBY Security ID: 075896100 Meeting Date: JUN 22, 2012 Meeting Type: Annual Record Date: MAY 04, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Warren Eisenberg For For Management 2 Elect Director Leonard Feinstein For For Management 3 Elect Director Steven H. Temares For For Management 4 Elect Director Dean S. Adler For For Management 5 Elect Director Stanley F. Barshay For For Management 6 Elect Director Klaus Eppler For For Management 7 Elect Director Patrick R. Gaston For For Management 8 Elect Director Jordan Heller For For Management 9 Elect Director Victoria A. Morrison For For Management 10 Ratify Auditors For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- BROOKFIELD OFFICE PROPERTIES INC. Ticker: BPO Security ID: 112900105 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gordon E. Arnell For For Management 1.2 Elect Director William T. Cahill For For Management 1.3 Elect Director Christie J.B. Clark For For Management 1.4 Elect Director Richard B. Clark For For Management 1.5 Elect Director Jack L. Cockwell For For Management 1.6 Elect Director J. Bruce Flatt For For Management 1.7 Elect Director Michael Hegarty For For Management 1.8 Elect Director Paul J. Massey Jr. For For Management 1.9 Elect Director F. Allan McDonald For For Management 1.10 Elect Director Robert L. Stelzl For For Management 1.11 Elect Director John E. Zuccotti For For Management 2 Approve Deloitte & Touche LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- CABLEVISION SYSTEMS CORPORATION Ticker: CVC Security ID: 12686C109 Meeting Date: MAY 18, 2012 Meeting Type: Annual Record Date: MAR 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Zachary W. Carter For For Management 1.2 Elect Director Thomas V. Reifenheiser For Withhold Management 1.3 Elect Director John R. Ryan For Withhold Management 1.4 Elect Director Vincent Tese For Withhold Management 1.5 Elect Director Leonard Tow For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- CAPITOL FEDERAL FINANCIAL, INC. Ticker: CFFN Security ID: 14057J101 Meeting Date: JAN 24, 2012 Meeting Type: Annual Record Date: DEC 02, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Morris J. Huey, II For For Management 1.2 Elect Director Reginald L. Robinson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- CARLISLE COMPANIES INCORPORATED Ticker: CSL Security ID: 142339100 Meeting Date: MAY 02, 2012 Meeting Type: Annual Record Date: MAR 08, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Stephen P. Munn For For Management 2 Elect Director Lawrence A. Sala For For Management 3 Elect Director Magalen C. Webert For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Ratify Auditors For For Management 6 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- CENTERPOINT ENERGY, INC. Ticker: CNP Security ID: 15189T107 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: FEB 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Donald R. Campbell For For Management 2 Elect Director Milton Carroll For For Management 3 Elect Director O. Holcombe Crosswell For For Management 4 Elect Director Michael P. Johnson For For Management 5 Elect Director Janiece M. Longoria For For Management 6 Elect Director David M. McClanahan For For Management 7 Elect Director Susan O. Rheney For For Management 8 Elect Director R. A. Walker For For Management 9 Elect Director Peter S. Wareing For For Management 10 Elect Director Sherman M. Wolff For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CIGNA CORPORATION Ticker: CI Security ID: 125509109 Meeting Date: APR 25, 2012 Meeting Type: Annual Record Date: FEB 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John M. Partridge For For Management 2 Elect Director James E. Rogers For For Management 3 Elect Director Joseph P. Sullivan For For Management 4 Elect Director Eric C. Wiseman For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Ratify Auditors For For Management 7 Amend Executive Incentive Bonus Plan For For Management 8 Declassify the Board of Directors None For Management -------------------------------------------------------------------------------- CITY NATIONAL CORPORATION Ticker: CYN Security ID: 178566105 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Kenneth L. Coleman For For Management 2 Elect Director Bruce Rosenblum For For Management 3 Elect Director Peter M. Thomas For For Management 4 Elect Director Christopher J. Warmuth For For Management 5 Ratify Auditors For For Management 6 Amend Omnibus Stock Plan For For Management 7 Declassify the Board of Directors For For Management 8 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CLEAR CHANNEL OUTDOOR HOLDINGS, INC. Ticker: CCO Security ID: 18451C109 Meeting Date: MAY 18, 2012 Meeting Type: Annual Record Date: APR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James C. Carlisle For Withhold Management 1.2 Elect Director Robert W. Pittman For Withhold Management 1.3 Elect Director Dale W. Tremblay For For Management 2 Approve Omnibus Stock Plan For Against Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- CMS ENERGY CORPORATION Ticker: CMS Security ID: 125896100 Meeting Date: MAY 18, 2012 Meeting Type: Annual Record Date: MAR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Merribel S. Ayres For For Management 2 Elect Director Jon E. Barfield For For Management 3 Elect Director Stephen E. Ewing For For Management 4 Elect Director Richard M. Gabrys For For Management 5 Elect Director David W. Joos For For Management 6 Elect Director Philip R. Lochner, Jr. For For Management 7 Elect Director Michael T. Monahan For For Management 8 Elect Director John G. Russell For For Management 9 Elect Director Kenneth L. Way For For Management 10 Elect Director John B. Yasinsky For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Ratify Auditors For For Management -------------------------------------------------------------------------------- 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 Against 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 Against 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 -------------------------------------------------------------------------------- COVENTRY HEALTH CARE, INC. Ticker: CVH Security ID: 222862104 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Daniel N. Mendelson For Against Management 2 Elect Director Rodman W. Moorehead, Iii For For Management 3 Elect Director Timothy T. Weglicki For For Management 4 Declassify the Board of Directors For For Management 5 Reduce Supermajority Vote Requirement For For Management 6 Ratify Auditors For For Management 7 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 8 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- CULLEN/FROST BANKERS, INC. Ticker: CFR Security ID: 229899109 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: MAR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R. Denny Alexander For For Management 1.2 Elect Director Carlos Alvarez For For Management 1.3 Elect Director Royce S. Caldwell For For Management 1.4 Elect Director Crawford H. Edwards For For Management 1.5 Elect Director Ruben M. Escobedo For For Management 1.6 Elect Director Richard W. Evans, Jr. For For Management 1.7 Elect Director Patrick B. Frost For For Management 1.8 Elect Director David J. Haemisegger For For Management 1.9 Elect Director Karen E. Jennings For For Management 1.10 Elect Director Richard M. Kleberg, III For For Management 1.11 Elect Director Charles W. Matthews For For Management 1.12 Elect Director Ida Clement Steen For For Management 1.13 Elect Director Horace Wilkins, Jr. For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- DARDEN RESTAURANTS, INC. Ticker: DRI Security ID: 237194105 Meeting Date: SEP 22, 2011 Meeting Type: Annual Record Date: JUL 29, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leonard L. Berry For For Management 1.2 Elect Director Odie C. Donald For For Management 1.3 Elect Director Christopher J. Fraleigh For For Management 1.4 Elect Director Victoria D. Harker For For Management 1.5 Elect Director David H. Hughes For For Management 1.6 Elect Director Charles A. Ledsinger Jr For For Management 1.7 Elect Director William M. Lewis, Jr. For For Management 1.8 Elect Director Senator Connie Mack III For For Management 1.9 Elect Director Andrew H. Madsen For For Management 1.10 Elect Director Clarence Otis, Jr. For For Management 1.11 Elect Director Michael D. Rose For For Management 1.12 Director Maria A. Sastre For For Management 2 Amend Qualified Employee Stock For For Management Purchase Plan 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 Ratify Auditors For For Management -------------------------------------------------------------------------------- DEVON ENERGY CORPORATION Ticker: DVN Security ID: 25179M103 Meeting Date: JUN 06, 2012 Meeting Type: Annual Record Date: APR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert H. Henry For For Management 1.2 Elect Director John A. Hill For For Management 1.3 Elect Director Michael M. Kanovsky For Withhold Management 1.4 Elect Director Robert A. Mosbacher, Jr For For Management 1.5 Elect Director J. Larry Nichols For For Management 1.6 Elect Director Duane C. Radtke For For Management 1.7 Elect Director Mary P. Ricciardello For For Management 1.8 Elect Director John Richels For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Provide Right to Call Special Meeting For For Management 5 Approve Executive Incentive Bonus Plan For For Management 6 Amend Omnibus Stock Plan For For Management 7 Report on Lobbying Payments and Policy Against Against Shareholder -------------------------------------------------------------------------------- DISH NETWORK CORPORATION Ticker: DISH Security ID: 25470M109 Meeting Date: MAY 02, 2012 Meeting Type: Annual Record Date: MAR 07, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph P. Clayton For Withhold Management 1.2 Elect Director James DeFranco For Withhold Management 1.3 Elect Director Cantey M. Ergen For Withhold Management 1.4 Elect Director Charles W. Ergen For Withhold Management 1.5 Elect Director Steven R. Goodbarn For Withhold Management 1.6 Elect Director Gary S. Howard For Withhold Management 1.7 Elect Director David K. Moskowitz For Withhold Management 1.8 Elect Director Tom A. Ortolf For Withhold Management 1.9 Elect Director Carl E. Vogel For Withhold Management 2 Ratify Auditors For For Management 3 Other Business For For Management -------------------------------------------------------------------------------- DR PEPPER SNAPPLE GROUP, INC. Ticker: DPS Security ID: 26138E109 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director David E. Alexander For For Management 2 Elect Director Pamela H. Patsley For For Management 3 Elect Director M. Anne Szostak For For Management 4 Elect Director Michael F. Weinstein 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 Comprehensive Recycling Strategy Against For Shareholder for Beverage Containers -------------------------------------------------------------------------------- ENERGEN CORPORATION Ticker: EGN Security ID: 29265N108 Meeting Date: APR 25, 2012 Meeting Type: Annual Record Date: FEB 24, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Judy M. Merritt For For Management 1.2 Elect Director Stephen A. Snider For For Management 1.3 Elect Director Gary C. Youngblood For For Management 1.4 Elect Director Jay Grinney For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- ENERGIZER HOLDINGS, INC. Ticker: ENR Security ID: 29266R108 Meeting Date: JAN 30, 2012 Meeting Type: Annual Record Date: DEC 01, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Bill G. Armstrong For For Management 2 Elect Director J. Patrick Mulcahy For For Management 3 Elect Director Pamela M. Nicholson For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- EQT CORPORATION Ticker: EQT Security ID: 26884L109 Meeting Date: APR 18, 2012 Meeting Type: Annual Record Date: FEB 15, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth M. Burke For For Management 1.2 Elect Director Margaret K. Dorman For For Management 1.3 Elect Director Philip G. Behrman For For Management 1.4 Elect Director A. Bray Cary, Jr. For For Management 1.5 Elect Director Lee T. Todd, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management 4 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- EXPEDIA, INC. Ticker: EXPE Security ID: 30212P105 Meeting Date: DEC 06, 2011 Meeting Type: Annual Record Date: OCT 28, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Spin-Off Agreement For For Management 2 Approve Reverse Stock Split For Against Management 3 Approve Merger Agreement For For Management 4 Amend Certificate of Incorporation For For Management Renouncing Interest in Transactions that may be a Corporate Opportunity for both Expedia and TripAdvisor 5.1 Elect Director A. George 'Skip' Battle For Withhold Management 5.2 Elect Director Barry Diller For Withhold Management 5.3 Elect Director Jonathan L. Dolgen For For Management 5.4 Elect Director William R. Fitzgerald For Withhold Management 5.5 Elect Director Craig A. Jacobson For For Management 5.6 Elect Director Victor A. Kaufman For Withhold Management 5.7 Elect Director Peter M. Kern For For Management 5.8 Elect Director Dara Khosrowshahi For Withhold Management 5.9 Elect Director John C. Malone For Withhold Management 5.10 Elect Director Jose A. Tazon For For Management 6 Ratify Auditors For For Management 7 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 8 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- EXPEDIA, INC. Ticker: EXPE Security ID: 30212P303 Meeting Date: JUN 05, 2012 Meeting Type: Annual Record Date: APR 18, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A. George "Skip" Battle For Withhold Management 1.2 Elect Director Barry Diller For Withhold Management 1.3 Elect Director Jonathan L. Dolgen For For Management 1.4 Elect Director William R. Fitzgerald For Withhold Management 1.5 Elect Director Craig A. Jacobson For For Management 1.6 Elect Director Victor A. Kaufman For Withhold Management 1.7 Elect Director Peter M. Kern For For Management 1.8 Elect Director Dara Khosrowshahi For Withhold Management 1.9 Elect Director John C. Malone For Withhold Management 1.10 Elect Director Jose A. Tazon For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- FAMILY DOLLAR STORES, INC. Ticker: FDO Security ID: 307000109 Meeting Date: JAN 19, 2012 Meeting Type: Annual Record Date: NOV 25, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark R. Bernstein For For Management 1.2 Elect Director Pamela L. Davies For For Management 1.3 Elect Director Sharon Allred Decker For For Management 1.4 Elect Director Edward C. Dolby For For Management 1.5 Elect Director Glenn A. Eisenberg For For Management 1.6 Elect Director Edward P. Garden For For Management 1.7 Elect Director Howard R. Levine For For Management 1.8 Elect Director George R. Mahoney, Jr. For For Management 1.9 Elect Director James G. Martin For For Management 1.10 Elect Director Harvey Morgan For For Management 1.11 Elect Director Dale C. Pond For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- FORTUNE BRANDS HOME & SECURITY, INC. Ticker: FBHS Security ID: 34964C106 Meeting Date: APR 23, 2012 Meeting Type: Annual Record Date: FEB 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Ann Fritz Hackett For For Management 2 Elect Director John G. Morikis For For Management 3 Elect Director Ronald V. Waters, III For For Management 4 Ratify Auditors For For Management 5 Advisory Vote on Say on Pay Frequency One Year One Year Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- GANNETT CO., INC. Ticker: GCI Security ID: 364730101 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: MAR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Cody For For Management 1.2 Elect Director Howard D. Elias For For Management 1.3 Elect Director Arthur H. Harper For For Management 1.4 Elect Director John Jeffry Louis For For Management 1.5 Elect Director Marjorie Magner For For Management 1.6 Elect Director Gracia C. Martore For For Management 1.7 Elect Director Scott K. McCune For Withhold Management 1.8 Elect Director Duncan M. McFarland For For Management 1.9 Elect Director Susan Ness For For Management 1.10 Elect Director Neal Shapiro For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- GENUINE PARTS COMPANY Ticker: GPC Security ID: 372460105 Meeting Date: APR 23, 2012 Meeting Type: Annual Record Date: FEB 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary B. Bullock For For Management 1.2 Elect Director Paul D. Donahue For For Management 1.3 Elect Director Jean Douville For For Management 1.4 Elect Director Thomas C. Gallagher For For Management 1.5 Elect Director George C. Guynn For For Management 1.6 Elect Director John R. Holder For For Management 1.7 Elect Director John D. Johns For Withhold Management 1.8 Elect Director Michael M.E. Johns For For Management 1.9 Elect Director J. Hicks Lanier For For Management 1.10 Elect Director Robert C. Loudermilk, For For Management Jr. 1.11 Elect Director Wendy B. Needham For For Management 1.12 Elect Director Jerry W. Nix For For Management 1.13 Elect Director Gary W. Rollins For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors 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 Withhold 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 -------------------------------------------------------------------------------- HCP, INC. Ticker: HCP Security ID: 40414L109 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: MAR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James F. Flaherty, III For For Management 2 Elect Director Christine N. Garvey For For Management 3 Elect Director David B. Henry For For Management 4 Elect Director Lauralee E. Martin For For Management 5 Elect Director Michael D. McKee For For Management 6 Elect Director Peter L. Rhein For For Management 7 Elect Director Kenneth B. Roath For For Management 8 Elect Director Joseph P. Sullivan For For Management 9 Ratify Auditors For For Management 10 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- HUMANA INC. Ticker: HUM Security ID: 444859102 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: FEB 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Frank A. D'Amelio For For Management 2 Elect Director W. Roy Dunbar For For Management 3 Elect Director Kurt J. Hilzinger For For Management 4 Elect Director David A. Jones, Jr. For For Management 5 Elect Director Michael B. McCallister For For Management 6 Elect Director William J. McDonald For For Management 7 Elect Director William E. Mitchell For For Management 8 Elect Director David B. Nash For For Management 9 Elect Director James J. O'Brien For For Management 10 Elect Director Marissa T. Peterson For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- HUNTINGTON BANCSHARES INCORPORATED Ticker: HBAN Security ID: 446150104 Meeting Date: APR 19, 2012 Meeting Type: Annual Record Date: FEB 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Don M. Casto, III For For Management 1.2 Elect Director Ann B. Crane For For Management 1.3 Elect Director Steven G. Elliott For For Management 1.4 Elect Director Michael J. Endres For For Management 1.5 Elect Director John B. Gerlach, Jr. For For Management 1.6 Elect Director David P. Lauer For For Management 1.7 Elect Director Jonathan A. Levy For For Management 1.8 Elect Director Richard W. Neu For For Management 1.9 Elect Director David L. Porteous For For Management 1.10 Elect Director Kathleen H. Ransier For For Management 1.11 Elect Director Stephen D. Steinour For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- INVESCO LTD. Ticker: IVZ Security ID: G491BT108 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Martin L. Flanagan For For Management 1.2 Elect Director C. Robert Henrikson For For Management 1.3 Elect Director Ben F. Johnson, II For For Management 1.4 Elect Director J. Thomas Presby For Against Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Nonqualified Employee Stock For For Management Purchase Plan 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- JACK HENRY & ASSOCIATES, INC. Ticker: JKHY Security ID: 426281101 Meeting Date: NOV 17, 2011 Meeting Type: Annual Record Date: SEP 20, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jerry D. Hall For For Management 1.2 Elect Director Michael E. Henry For For Management 1.3 Elect Director Matthew C. Flanigan For For Management 1.4 Elect Director Craig R. Curry For For Management 1.5 Elect Director Wesley A. Brown For For Management 1.6 Elect Director Marla K. Shepard For For Management 1.7 Elect Director John F. Prim For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- JARDEN CORPORATION Ticker: JAH Security ID: 471109108 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Martin E. Franklin For For Management 1.2 Elect Director James E. Lillie For For Management 1.3 Elect Director Michael S. Gross For Withhold Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- KOHL'S CORPORATION Ticker: KSS Security ID: 500255104 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 07, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Peter Boneparth For For Management 2 Elect Director Steven A. Burd For For Management 3 Elect Director John F. Herma For For Management 4 Elect Director Dale E. Jones For For Management 5 Elect Director William S. Kellogg For For Management 6 Elect Director Kevin Mansell For For Management 7 Elect Director John E. Schlifske For For Management 8 Elect Director Frank V. Sica For For Management 9 Elect Director Peter M. Sommerhauser For For Management 10 Elect Director Stephanie A. Streeter For For Management 11 Elect Director Nina G. Vaca For For Management 12 Elect Director Stephen E. Watson For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Adopt Policy on Ending Use of Animal Against Against Shareholder Fur in Products 16 Adopt Policy on Succession Planning Against Against Shareholder 17 Stock Retention/Holding Period Against Against Shareholder -------------------------------------------------------------------------------- L-3 COMMUNICATIONS HOLDINGS, INC. Ticker: LLL Security ID: 502424104 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: MAR 01, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lewis Kramer For For Management 2 Elect Director Robert B. Millard For For Management 3 Elect Director Arthur L. Simon For For Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- LINCARE HOLDINGS INC. Ticker: LNCR Security ID: 532791100 Meeting Date: MAY 07, 2012 Meeting Type: Annual Record Date: MAR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John P. Byrnes For For Management 1.2 Elect Director Stuart H. Altman For For Management 1.3 Elect Director Chester B. Black For For Management 1.4 Elect Director Angela P. Bryant For For Management 1.5 Elect Director Frank D. Byrne For For Management 1.6 Elect Director William F. Miller, III For For Management 1.7 Elect Director Ellen M. Zane For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- LOEWS CORPORATION Ticker: L Security ID: 540424108 Meeting Date: MAY 08, 2012 Meeting Type: Annual Record Date: MAR 14, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lawrence S. Bacow For For Management 2 Elect Director Ann E. Berman For For Management 3 Elect Director Joseph L. Bower For For Management 4 Elect Director Charles M. Diker For For Management 5 Elect Director Jacob A. Frenkel For For Management 6 Elect Director Paul J. Fribourg For For Management 7 Elect Director Walter L. Harris For Against Management 8 Elect Director Philip A. Laskawy For Against Management 9 Elect Director Ken Miller For For Management 10 Elect Director Gloria R. Scott For For Management 11 Elect Director Andrew H. Tisch For For Management 12 Elect Director James S. Tisch For For Management 13 Elect Director Jonathan M. Tisch For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Amend Stock Option Plan For For Management 16 Approve Executive Incentive Bonus Plan For For Management 17 Ratify Auditors For For Management -------------------------------------------------------------------------------- M&T BANK CORPORATION Ticker: MTB Security ID: 55261F104 Meeting Date: APR 17, 2012 Meeting Type: Annual Record Date: FEB 29, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brent D. Baird For For Management 1.2 Elect Director C. Angela Bontempo For For Management 1.3 Elect Director Robert T. Brady For For Management 1.4 Elect Director T. Jefferson For For Management Cunningham, III 1.5 Elect Director Mark J. Czarnecki For For Management 1.6 Elect Director Gary N. Geisel For For Management 1.7 Elect Director Patrick W.E. Hodgson For For Management 1.8 Elect Director Richard G. King For For Management 1.9 Elect Director Jorge G. Pereira For For Management 1.10 Elect Director Michael P. Pinto For For Management 1.11 Elect Director Melinda R. Rich For For Management 1.12 Elect Director Robert E. Sadler, Jr. For For Management 1.13 Elect Director Herbert L. Washington For For Management 1.14 Elect Director Robert G. Wilmers For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- MARRIOTT INTERNATIONAL, INC. Ticker: MAR Security ID: 571903202 Meeting Date: MAY 04, 2012 Meeting Type: Annual Record Date: MAR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director J.W. Marriott, Jr. For For Management 2 Elect Director John W. Marriott, III For For Management 3 Elect Director Mary K. Bush For For Management 4 Elect Director Lawrence W. Kellner For For Management 5 Elect Director Debra L. Lee For For Management 6 Elect Director George Munoz For For Management 7 Elect Director Harry J. Pearce For For Management 8 Elect Director Steven S Reinemund For For Management 9 Elect Director Lawrence M. Small For For Management 10 Elect Director Arne M. Sorenson For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MARSH & MCLENNAN COMPANIES, INC. Ticker: MMC Security ID: 571748102 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Zachary W. Carter For For Management 2 Elect Director Brian Duperreault For For Management 3 Elect Director Oscar Fanjul For For Management 4 Elect Director H. Edward Hanway For For Management 5 Elect Director Elaine La Roche For For Management 6 Elect Director Lord Lang For For Management 7 Elect Director Steven A. Mills For For Management 8 Elect Director Bruce P. Nolop For For Management 9 Elect Director Marc D. Oken For For Management 10 Elect Director Morton O. Schapiro For For Management 11 Elect Director Adele Simmons For For Management 12 Elect Director Lloyd M. Yates For For Management 13 Elect Director R. David Yost For For Management 14 Ratify Auditors For For Management 15 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MOHAWK INDUSTRIES, INC. Ticker: MHK Security ID: 608190104 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce C. Bruckmann For For Management 1.2 Elect Director Frans G. De Cock For For Management 1.3 Elect Director Joseph A. Onorato For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- NEWFIELD EXPLORATION COMPANY Ticker: NFX Security ID: 651290108 Meeting Date: MAY 04, 2012 Meeting Type: Annual Record Date: MAR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lee K. Boothby For For Management 2 Elect Director Philip J. Burguieres For For Management 3 Elect Director Pamela J. Gardner For For Management 4 Elect Director John Randolph Kemp, III For For Management 5 Elect Director J. Michael Lacey For For Management 6 Elect Director Joseph H. Netherland For For Management 7 Elect Director Howard H. Newman For For Management 8 Elect Director Thomas G. Ricks For For Management 9 Elect Director Juanita F. Romans For For Management 10 Elect Director C. E. Shultz For For Management 11 Elect Director J. Terry Strange For For Management 12 Ratify Auditors For For Management 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- NORTHERN TRUST CORPORATION Ticker: NTRS Security ID: 665859104 Meeting Date: APR 17, 2012 Meeting Type: Annual Record Date: FEB 22, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Linda Walker Bynoe For For Management 1.2 Elect Director Nicholas D. Chabraja For For Management 1.3 Elect Director Susan Crown For For Management 1.4 Elect Director Dipak C. Jain For For Management 1.5 Elect Director Robert W. Lane For For Management 1.6 Elect Director Edward J. Mooney For Withhold Management 1.7 Elect Director John W. Rowe For For Management 1.8 Elect Director Martin P. Slark For For Management 1.9 Elect Director David H.B. Smith, Jr. For For Management 1.10 Elect Director Charles A. Tribbett, III For For Management 1.11 Elect Director Frederick H. Waddell For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management 5 Pro-rata Vesting of Equity Plans Against For Shareholder 6 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- NSTAR Ticker: NST Security ID: 67019E107 Meeting Date: DEC 13, 2011 Meeting Type: Annual Record Date: OCT 18, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Charles K. Gifford For For Management 2 Elect Director Paul A. La Camera For For Management 3 Elect Director William C. Van Faasen 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 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- 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 Against 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 -------------------------------------------------------------------------------- OLD REPUBLIC INTERNATIONAL CORPORATION Ticker: ORI Security ID: 680223104 Meeting Date: MAY 25, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harrington Bischof For For Management 1.2 Elect Director Leo E. Knight, Jr. For For Management 1.3 Elect Director Charles F. Titterton For For Management 1.4 Elect Director Steven R. Walker For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ONEBEACON INSURANCE GROUP, LTD. Ticker: OB Security ID: G67742109 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 29, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Raymond Barrette For Withhold Management 1.2 Elect Director Reid T. Campbell For Withhold Management 1.3 Elect Director Morgan W. Davis For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- ONEOK, INC. Ticker: OKE Security ID: 682680103 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James C. Day For For Management 2 Elect Director Julie H. Edwards For For Management 3 Elect Director William L. Ford For For Management 4 Elect Director John W. Gibson For For Management 5 Elect Director Bert H. Mackie For For Management 6 Elect Director Steven J. Malcolm For For Management 7 Elect Director Jim W. Mogg For For Management 8 Elect Director Pattye L. Moore For For Management 9 Elect Director Gary D. Parker For For Management 10 Elect Director Eduardo A. Rodriguez For For Management 11 Elect Director Gerald B. Smith For For Management 12 Elect Director David J. Tippeconnic For For Management 13 Ratify Auditors For For Management 14 Amend Restricted Stock Plan For Against Management 15 Amend Qualified Employee Stock For For Management Purchase Plan 16 Increase Authorized Common Stock For For Management 17 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PEOPLE'S UNITED FINANCIAL, INC. Ticker: PBCT Security ID: 712704105 Meeting Date: APR 19, 2012 Meeting Type: Annual Record Date: FEB 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George P. Carter For For Management 1.2 Elect Director Jerry Franklin For For Management 1.3 Elect Director Kirk W. Walters For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management 5 Declassify the Board of Directors None For Shareholder -------------------------------------------------------------------------------- PETSMART, INC. Ticker: PETM Security ID: 716768106 Meeting Date: JUN 13, 2012 Meeting Type: Annual Record Date: APR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Angel Cabrera For For Management 2 Elect Director Rita V. Foley For For Management 3 Elect Director Philip L. Francis For For Management 4 Elect Director Rakesh Gangwal For For Management 5 Elect Director Joseph S. Hardin, Jr. For For Management 6 Elect Director Gregory P. Josefowicz For For Management 7 Elect Director Amin I. Khalifa For For Management 8 Elect Director Richard K. Lochridge For For Management 9 Elect Director Robert F. Moran For For Management 10 Elect Director Barbara A. Munder For For Management 11 Elect Director Thomas G. Stemberg For For Management 12 Ratify Auditors For For Management 13 Approve Qualified Employee Stock For For Management Purchase Plan 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PVH CORP. Ticker: PVH Security ID: 693656100 Meeting Date: JUN 21, 2012 Meeting Type: Annual Record Date: APR 24, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mary Baglivo For For Management 2 Elect Director Emanuel Chirico For For Management 3 Elect Director Juan R. Figuereo For For Management 4 Elect Director Joseph B. Fuller For For Management 5 Elect Director Fred Gehring For For Management 6 Elect Director Margaret L. Jenkins For For Management 7 Elect Director David A. Landau For For Management 8 Elect Director Bruce Maggin For For Management 9 Elect Director V. James Marino For For Management 10 Elect Director Henry Nasella For For Management 11 Elect Director Rita M. Rodriguez For For Management 12 Elect Director Craig Rydin For For Management 13 Amend Omnibus Stock Plan For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Ratify Auditors For For Management -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- REGAL BELOIT CORPORATION Ticker: RBC Security ID: 758750103 Meeting Date: APR 30, 2012 Meeting Type: Annual Record Date: MAR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Stephen M. Burt For For Management 2 Elect Director Henry W. Knueppel For For Management 3 Elect Director Dean A. Foate For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- REGENCY CENTERS CORPORATION Ticker: REG Security ID: 758849103 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: FEB 24, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Martin E. Stein, Jr. For For Management 1.2 Elect Director Raymond L. Bank For For Management 1.3 Elect Director C. Ronald Blankenship For For Management 1.4 Elect Director A.R. Carpenter For For Management 1.5 Elect Director J. Dix Druce, Jr. For For Management 1.6 Elect Director Mary Lou Fiala For For Management 1.7 Elect Director Bruce M. Johnson For For Management 1.8 Elect Director Douglas S. Luke For For Management 1.9 Elect Director David P. O'Connor For For Management 1.10 Elect Director John C. Schweitzer For For Management 1.11 Elect Director Brian M. Smith For For Management 1.12 Elect Director Thomas G. Wattles For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- REPUBLIC SERVICES, INC. Ticker: RSG Security ID: 760759100 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James W. Crownover For For Management 2 Elect Director William J. Flynn For For Management 3 Elect Director Michael Larson For Against Management 4 Elect Director Nolan Lehmann For For Management 5 Elect Director W. Lee Nutter For For Management 6 Elect Director Ramon A. Rodriguez For For Management 7 Elect Director Donald W. Slager For For Management 8 Elect Director Allan C. Sorensen For For Management 9 Elect Director John M. Trani For For Management 10 Elect Director Michael W. Wickham For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Ratify Auditors For For Management 13 Adopt a Policy in which the Company Against For Shareholder will not Make or Promise to Make Any Death Benefit Payments to Senior Executives 14 Report on Political Contributions Against Against Shareholder -------------------------------------------------------------------------------- ROCK-TENN COMPANY Ticker: RKT Security ID: 772739207 Meeting Date: JAN 27, 2012 Meeting Type: Annual Record Date: DEC 01, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ralph F. Hake For For Management 1.2 Elect Director Terrell K. Crews For For Management 1.3 Elect Director Timothy J. Bernlohr For For Management 1.4 Elect Director James A. Rubright For For Management 1.5 Elect Director Bettina M. Whyte For For Management 1.6 Elect Director James E. Young For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SEMPRA ENERGY Ticker: SRE Security ID: 816851109 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Alan L. Boeckmann For For Management 2 Elect Director James G. Brocksmith, Jr. For For Management 3 Elect Director Donald E. Felsinger For For Management 4 Elect Director Wilford D. Godbold, Jr. For For Management 5 Elect Director William D. Jones For For Management 6 Elect Director William G. Ouchi For For Management 7 Elect Director Debra L. Reed For For Management 8 Elect Director Carlos Ruiz For For Management 9 Elect Director William C. Rusnack For For Management 10 Elect Director William P. Rutledge For For Management 11 Elect Director Lynn Schenk For For Management 12 Elect Director Luis M. Tellez For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Require Independent Board Chairman Against For Shareholder 16 Include Sustainability as a Against Against Shareholder Performance Measure for Senior Executive Compensation -------------------------------------------------------------------------------- SIGMA-ALDRICH CORPORATION Ticker: SIAL Security ID: 826552101 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: MAR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Rebecca M. Bergman For For Management 2 Elect Director George M. Church, Ph.D. For For Management 3 Elect Director W. Lee McCollum For For Management 4 Elect Director Avi M. Nash For For Management 5 Elect Director Steven M. Paul, M.D. For For Management 6 Elect Director J. Pedro Reinhard For For Management 7 Elect Director Rakesh Sachdev For For Management 8 Elect Director D. Dean Spatz For For Management 9 Elect Director Barrett A. Toan For For Management 10 Ratify Auditors For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SILGAN HOLDINGS INC. Ticker: SLGN Security ID: 827048109 Meeting Date: MAY 29, 2012 Meeting Type: Annual Record Date: APR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anthony J. Allott For Withhold Management 1.2 Elect Director Jeffrey C. Crowe For For Management 1.3 Elect Director Edward A. Lapekas For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SNAP-ON INCORPORATED Ticker: SNA Security ID: 833034101 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: FEB 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Karen L. Daniel For For Management 2 Elect Director Nathan J. Jones For For Management 3 Elect Director Henry W. Knueppel For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- SUNTRUST BANKS, INC. Ticker: STI Security ID: 867914103 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: FEB 15, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Robert M. Beall, II For For Management 2 Elect Director Alston D. Correll For For Management 3 Elect Director Jeffrey C. Crowe For For Management 4 Elect Director Blake P. Garrett, Jr. For For Management 5 Elect Director David H. Hughes For For Management 6 Elect Director M. Douglas Ivester For For Management 7 Elect Director Kyle Prechtl Legg For For Management 8 Elect Director William A. Linnenbringer For For Management 9 Elect Director G. Gilmer Minor, III For For Management 10 Elect Director Donna Morea For For Management 11 Elect Director David M. Ratcliffe For For Management 12 Elect Director William H. Rogers, Jr. For For Management 13 Elect Director Thomas R. Watjen For For Management 14 Elect Director Phail Wynn, Jr. For For Management 15 Ratify Auditors For For Management 16 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SYNOPSYS, INC. Ticker: SNPS Security ID: 871607107 Meeting Date: APR 03, 2012 Meeting Type: Annual Record Date: FEB 08, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Aart J. De Geus For For Management 1.2 Elect Director Alfred Castino For For Management 1.3 Elect Director Chi-Foon Chan For For Management 1.4 Elect Director Bruce R. Chizen For For Management 1.5 Elect Director Deborah A. Coleman For For Management 1.6 Elect Director Chrysostomos L. "Max" For For Management Nikias 1.7 Elect Director John Schwarz For For Management 1.8 Elect Director Roy Vallee For For Management 1.9 Elect Director Steven C. Walske For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock For For Management Purchase Plan 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- T. ROWE PRICE GROUP, INC. Ticker: TROW Security ID: 74144T108 Meeting Date: APR 17, 2012 Meeting Type: Annual Record Date: FEB 17, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Edward C. Bernard For For Management 2 Elect Director James T. Brady For For Management 3 Elect Director J. Alfred Broaddus, Jr. For For Management 4 Elect Director Donald B. Hebb, Jr. For For Management 5 Elect Director James A.C. Kennedy For For Management 6 Elect Director Robert F. MacLellan For For Management 7 Elect Director Brian C. Rogers For For Management 8 Elect Director Alfred Sommer For For Management 9 Elect Director Dwight S. Taylor For For Management 10 Elect Director Anne Marie Whittemore For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Approve Omnibus Stock Plan For For Management 13 Ratify Auditors For For Management -------------------------------------------------------------------------------- TE CONNECTIVITY LTD. Ticker: TEL Security ID: H84989104 Meeting Date: MAR 07, 2012 Meeting Type: Annual Record Date: FEB 17, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Reelect Pierre Brondeau as Director For For Management 2 Reelect Juergen Gromer as Director For For Management 3 Reelect William A. Jeffrey as Director For For Management 4 Reelect Thomas Lynch as Director For For Management 5 Reelect Yong Nam as Director For For Management 6 Reelect Daniel Phelan as Director For For Management 7 Reelect Frederic Poses as Director For For Management 8 Reelect Lawrence Smith as Director For For Management 9 Reelect Paula Sneed as Director For For Management 10 Reelect David Steiner as Director For For Management 11 Reelect John Van Scoter as Director For For Management 12 Accept Annual Report for Fiscal For For Management 2010/2011 13 Accept Statutory Financial Statements For For Management for Fiscal 2011/2012 14 Accept Consolidated Financial For For Management Statements for Fiscal 2011/2012 15 Approve Discharge of Board and Senior For For Management Management 16 Ratify Deloitte & Touche LLP as For For Management Independent Registered Public Accounting Firm for Fiscal 2011/2012 17 Ratify Deloitte AG as Swiss Registered For For Management Auditors for Fiscal 2011/2012 18 Ratify PricewaterhouseCoopers AG as For For Management Special Auditor for Fiscal 2011/2012 19 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 20 Amend Omnibus Stock Plan For For Management 21 Approve Reduction in Share Capital For For Management 22 Authorize Share Repurchase Program For For Management 23 Approve Ordinary Cash Dividend For For Management 24 Approve Reallocation of Free Reserves For For Management to Legal Reserves 25 Adjourn Meeting For For Management -------------------------------------------------------------------------------- TELEPHONE AND DATA SYSTEMS, INC. Ticker: TDS Security ID: 879433860 Meeting Date: NOV 15, 2011 Meeting Type: Special Record Date: AUG 18, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Charter to Reclassify Special For For Management Common Shares 2 Approve Reclassification of Special For For Management Common Shares 3 Amend Charter to Adjust Voting Power For For Management of Series A Common Shares and Common Shares 4 Approve Adjustment of Voting Power of For For Management Series A Common Shares and Common Shares 5 Amend Charter to Eliminate Certain For For Management Provisions Relating to Preferred Shares and Tracking Stock 6 Approve Omnibus Stock Plan For For Management 7 Amend Non-Employee Director Stock For For Management Option Plan 8 Adjourn Meeting For For Management -------------------------------------------------------------------------------- TELEPHONE AND DATA SYSTEMS, INC. Ticker: TDS Security ID: 879433860 Meeting Date: JAN 13, 2012 Meeting Type: Special Record Date: DEC 09, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Charter to Reclassify Special For For Management Common Shares 2 Approve Reclassification of Special For For Management Common Shares 3 Amend Charter to Adjust Voting Power For For Management of Series A Common Shares and Common Shares 4 Approve Adjustment of Voting Power of For For Management Series A Common Shares and Common Shares 5 Amend Charter to Eliminate Certain For For Management Provisions Relating to Preferred Shares and Tracking Stock 6 Approve Omnibus Stock Plan For For Management 7 Amend Non-Employee Director Stock For For Management Option Plan 8 Adjourn Meeting For For Management -------------------------------------------------------------------------------- TELEPHONE AND DATA SYSTEMS, INC. Ticker: TDS Security ID: 879433829 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 29, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C.A. Davis For For Management 1.2 Elect Director C.D. O'Leary For For Management 1.3 Elect Director M.H. Saranow For For Management 1.4 Elect Director G.L. Sugarman For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Recapitalization Plan for all Against For Shareholder Stock to have One-vote per Share -------------------------------------------------------------------------------- THE CHARLES SCHWAB CORPORATION Ticker: SCHW Security ID: 808513105 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Nancy H. Bechtle For For Management 2 Elect Director Walter W. Bettinger, II For For Management 3 Elect Director C. Preston Butcher For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Declassify the Board of Directors For For Management 7 Report on Political Contributions Against Against Shareholder 8 Adopt Proxy Access Right Against Against Shareholder -------------------------------------------------------------------------------- THE CHUBB CORPORATION Ticker: CB Security ID: 171232101 Meeting Date: APR 24, 2012 Meeting Type: Annual Record Date: MAR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Zoe Baird Budinger For For Management 2 Elect Director Sheila P. Burke For For Management 3 Elect Director James I. Cash, Jr. For For Management 4 Elect Director John D. Finnegan For For Management 5 Elect Director Lawrence W. Kellner For For Management 6 Elect Director Martin G. McGuinn For For Management 7 Elect Director Lawrence M. Small For For Management 8 Elect Director Jess Soderberg For For Management 9 Elect Director Daniel E. Somers For For Management 10 Elect Director James M. Zimmerman For For Management 11 Elect Director Alfred W. Zollar For For Management 12 Ratify Auditors For For Management 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Adopt Proxy Statement Reporting on Against Against Shareholder Political Contributions and Advisory Vote -------------------------------------------------------------------------------- THE GAP, INC. Ticker: GPS Security ID: 364760108 Meeting Date: MAY 15, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Adrian D. P. Bellamy For For Management 2 Elect Director Domenico De Sole For For Management 3 Elect Director Robert J. Fisher For For Management 4 Elect Director William S. Fisher For For Management 5 Elect Director Isabella D. Goren For For Management 6 Elect Director Bob L. Martin For For Management 7 Elect Director Jorge P. Montoya For For Management 8 Elect Director Glenn K. Murphy For For Management 9 Elect Director Mayo A. Shattuck, III For For Management 10 Elect Director Katherine Tsang For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 End Sri Lanka Trade Partnerships Until Against Against Shareholder Human Rights Improve -------------------------------------------------------------------------------- THE HERSHEY COMPANY Ticker: HSY Security ID: 427866108 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: MAR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director P.M. Arway For For Management 1.2 Elect Director J.P. Bilbrey For For Management 1.3 Elect Director R.F. Cavanaugh For For Management 1.4 Elect Director C.A. Davis For For Management 1.5 Elect Director R.M. Malcolm For For Management 1.6 Elect Director J.M. Mead For For Management 1.7 Elect Director J.E. Nevels For For Management 1.8 Elect Director A.J. Palmer For For Management 1.9 Elect Director T.J. Ridge For For Management 1.10 Elect Director D.L. Shedlarz For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE J. M. SMUCKER COMPANY Ticker: SJM Security ID: 832696405 Meeting Date: AUG 17, 2011 Meeting Type: Annual Record Date: JUN 22, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Vincent C. Byrd For For Management 2 Elect Director R. Douglas Cowan For For Management 3 Elect Director Elizabeth Valk Long For For Management 4 Elect Director Mark T. Smucker For For Management 5 Ratify Auditors For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Advisory Vote on Say on Pay Frequency One Year One Year Management 8 Prepare Sustainability Report Against Against Shareholder -------------------------------------------------------------------------------- THE SHERWIN-WILLIAMS COMPANY Ticker: SHW Security ID: 824348106 Meeting Date: APR 18, 2012 Meeting Type: Annual Record Date: FEB 24, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Arthur F. Anton For For Management 1.2 Elect Director Christopher M. Connor For For Management 1.3 Elect Director David F. Hodnik For For Management 1.4 Elect Director Thomas G. Kadien For For Management 1.5 Elect Director Richard J. Kramer For For Management 1.6 Elect Director Susan J. Kropf For For Management 1.7 Elect Director A. Malachi Mixon, III For For Management 1.8 Elect Director Richard K. Smucker For For Management 1.9 Elect Director John M. Stropki, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management 5 Require a Majority Vote for the Against For Shareholder Election of Directors -------------------------------------------------------------------------------- THE TJX COMPANIES, INC. Ticker: TJX Security ID: 872540109 Meeting Date: JUN 13, 2012 Meeting Type: Annual Record Date: APR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Zein Abdalla For For Management 2 Elect Director Jose B. Alvarez For For Management 3 Elect Director Alan M. Bennett For For Management 4 Elect Director Bernard Cammarata For For Management 5 Elect Director David T. Ching For For Management 6 Elect Director Michael F. Hines For For Management 7 Elect Director Amy B. Lane For For Management 8 Elect Director Carol Meyrowitz For For Management 9 Elect Director John F. O'Brien For For Management 10 Elect Director Willow B. Shire For For Management 11 Ratify Auditors For For Management 12 Amend Executive Incentive Bonus Plan For For Management 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE WASHINGTON POST COMPANY Ticker: WPO Security ID: 939640108 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Christopher C. Davis For For Management 1.2 Elect Director Anne M. Mulcahy For For Management 1.3 Elect Director Larry D. Thompson For For Management 2 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- THE WILLIAMS COMPANIES, INC. Ticker: WMB Security ID: 969457100 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Alan S. Armstrong For For Management 2 Elect Director Joseph R. Cleveland For For Management 3 Elect Director Irl F. Engelhardt For For Management 4 Elect Director John A. Hagg For For Management 5 Elect Director Juanita H. Hinshaw For For Management 6 Elect Director Frank T. Macinnis For For Management 7 Elect Director Steven W. Nance For For Management 8 Elect Director Murray D. Smith For For Management 9 Elect Director Janice D. Stoney For For Management 10 Elect Director Laura A. Sugg For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TIFFANY & CO. Ticker: TIF Security ID: 886547108 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Michael J. Kowalski For For Management 2 Elect Director Rose Marie Bravo For For Management 3 Elect Director Gary E. Costley For For Management 4 Elect Director Lawrence K. Fish For For Management 5 Elect Director Abby F. Kohnstamm For For Management 6 Elect Director Charles K. Marquis For For Management 7 Elect Director Peter W. May For For Management 8 Elect Director William A. Shutzer For For Management 9 Elect Director Robert S. Singer For For Management 10 Ratify Auditors For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TORCHMARK CORPORATION Ticker: TMK Security ID: 891027104 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: MAR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director David L. Boren For For Management 2 Elect Director M. Jane Buchan For For Management 3 Elect Director Robert W. Ingram For For Management 4 Elect Director Mark S. McAndrew For For Management 5 Elect Director Sam R. Perry For For Management 6 Elect Director Lamar C. Smith For For Management 7 Elect Director Paul J. Zucconi For For Management 8 Ratify Auditors For For Management 9 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TRANSATLANTIC HOLDINGS, INC. Ticker: TRH Security ID: 893521104 Meeting Date: FEB 06, 2012 Meeting Type: Special Record Date: JAN 04, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management 3 Advisory Vote on Golden Parachutes For For Management -------------------------------------------------------------------------------- TRIPADVISOR, INC. Ticker: TRIP Security ID: 896945201 Meeting Date: JUN 26, 2012 Meeting Type: Annual Record Date: APR 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barry Diller For Withhold Management 1.2 Elect Director Stephen Kaufer For Withhold Management 1.3 Elect Director William R. Fitzgerald For Withhold Management 1.4 Elect Director Victor A. Kaufman For Withhold Management 1.5 Elect Director Dara Khosrowshahi For Withhold Management 1.6 Elect Director Jonathan F. Miller For For Management 1.7 Elect Director Jeremy Philips For For Management 1.8 Elect Director Sukhinder Singh Cassidy For For Management 1.9 Elect Director Robert S. Wiesenthal For For Management 1.10 Elect Director Michael P. Zeisser For Withhold 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 Three One Year Management Years -------------------------------------------------------------------------------- VORNADO REALTY TRUST Ticker: VNO Security ID: 929042109 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven Roth For Withhold Management 1.2 Elect Director Michael D. Fascitelli For Withhold Management 1.3 Elect Director Russell B. Wight, Jr. For Withhold Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Require a Majority Vote for the Against For Shareholder Election of Directors 5 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- W. R. BERKLEY CORPORATION Ticker: WRB Security ID: 084423102 Meeting Date: MAY 22, 2012 Meeting Type: Annual Record Date: MAR 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William R. Berkley For For Management 2 Elect Director Christopher L. Augostini For For Management 3 Elect Director George G. Daly For For Management 4 Approve Omnibus Stock Plan For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Ratify Auditors For For Management -------------------------------------------------------------------------------- WESTAR ENERGY, INC. Ticker: WR Security ID: 95709T100 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles Q. Chandler, IV For For Management 1.2 Elect Director R.A. Edwards, III For For Management 1.3 Elect Director Sandra A.J. Lawrence For For Management 1.4 Elect Director Michael F. Morrissey For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- WILLIAMS-SONOMA, INC. Ticker: WSM Security ID: 969904101 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Laura J. Alber For For Management 2 Elect Director Adrian D.P. Bellamy For For Management 3 Elect Director Rose Marie Bravo For For Management 4 Elect Director Mary Ann Casati For For Management 5 Elect Director Patrick J. Connolly For For Management 6 Elect Director Adrian T. Dillon For For Management 7 Elect Director Anthony A. Greener For For Management 8 Elect Director Ted W. Hall For For Management 9 Elect Director Michael R. Lynch For For Management 10 Elect Director Lorraine Twohill For For Management 11 Amend Executive Incentive Bonus Plan For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Ratify Auditors For For Management -------------------------------------------------------------------------------- WISCONSIN ENERGY CORPORATION Ticker: WEC Security ID: 976657106 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: FEB 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Bergstrom For For Management 1.2 Elect Director Barbara L. Bowles For For Management 1.3 Elect Director Patricia W. Chadwick For For Management 1.4 Elect Director Robert A. Cornog For For Management 1.5 Elect Director Curt S. Culver For For Management 1.6 Elect Director Thomas J. Fischer For For Management 1.7 Elect Director Gale E. Klappa For For Management 1.8 Elect Director Ulice Payne, Jr. For For Management 1.9 Elect Director Mary Ellen Stanek For For Management 2 Adopt Majority Voting for Uncontested For For Management Election of Directors 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- XCEL ENERGY INC. Ticker: XEL Security ID: 98389B100 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: MAR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Gail Koziara Boudreaux For For Management 2 Elect Director Fredric W. Corrigan For For Management 3 Elect Director Richard K. Davis For For Management 4 Elect Director Benjamin G.S. Fowke, III For For Management 5 Elect Director Albert F. Moreno For For Management 6 Elect Director Christopher J. For For Management Policinski 7 Elect Director A. Patricia Sampson For For Management 8 Elect Director James J. Sheppard For For Management 9 Elect Director David A. Westerlund For For Management 10 Elect Director Kim Williams For For Management 11 Elect Director Timothy V. Wolf For For Management 12 Ratify Auditors For For Management 13 Eliminate Cumulative Voting For Against Management 14 Eliminate Class of Preferred Stock For For Management 15 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 16 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- YUM! BRANDS, INC. Ticker: YUM Security ID: 988498101 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director David W. Dorman For For Management 2 Elect Director Massimo Ferragamo For For Management 3 Elect Director Mirian M. Graddick-Weir For For Management 4 Elect Director J. David Grissom For For Management 5 Elect Director Bonnie G. Hill For For Management 6 Elect Director Jonathan S. Linen For For Management 7 Elect Director Thomas C. Nelson For For Management 8 Elect Director David C. Novak For For Management 9 Elect Director Thomas M. Ryan For For Management 10 Elect Director Jing-Shyh S. Su For For Management 11 Elect Director Robert D. Walter For For Management 12 Ratify Auditors For For Management 13 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 14 Require Independent Board Chairman Against Against Shareholder 15 Adopt and Implement Sustainable Palm Against For Shareholder Oil Policy -------------------------------------------------------------------------------- ZIONS BANCORPORATION Ticker: ZION Security ID: 989701107 Meeting Date: MAY 25, 2012 Meeting Type: Annual Record Date: MAR 21, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Jerry C. Atkin For For Management 2 Elect Director R.D. Cash For For Management 3 Elect Director Patricia Frobes For For Management 4 Elect Director J. David Heaney For For Management 5 Elect Director Roger B. Porter For For Management 6 Elect Director Stephen D. Quinn For For Management 7 Elect Director Harris H. Simmons For For Management 8 Elect Director L.E. Simmons For For Management 9 Elect Director Shelley Thomas Williams For For Management 10 Elect Director Steven C. Wheelwright For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Amend Omnibus Stock Plan For For Management 14 Approve Executive Incentive Bonus Plan For For Management 15 Claw-back of Payments under Against Against Shareholder Restatements ========== END NPX 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. (Registrant) J.P. Morgan Fleming Mutual Fund Group, Inc. By (Signature and Title) \s\ Patricia A. Maleski ----------------------------------------- Patricia A. Maleski, President and Principal Executive Officer Date August 28, 2012 Pursuant to the requirements of the Investment Company Act of 1940, this report has been signed below by the principal executive officer on behalf of the registrant and on the date indicated. By (Signature and Title) \s\ Patricia A. Maleski ----------------------------------------- Patricia A. Maleski, President and Principal Executive Officer Date August 28, 2012 * Print the name and title of each signing officer under his or her signature.