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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM N-PX
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ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-2514
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ING VARIABLE FUNDS
(Exact name of registrant as specified in charter)
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7337 E. Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258
(Address of principal executive offices) (Zip code)
(Name and address of agent for service) With copies to:
Theresa K. Kelety, Esq. Philip H. Newman, Esq.
ING Investments, LLC Goodwin Procter, LLP
7337 E. Doubletree Ranch Road, Suite 100 Exchange Place
Scottsdale, AZ 85258 53 State Street
Boston, MA 02109
Registrant's telephone number, including area code: (800) 992-0180
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Date of fiscal year end: December 31
Date of reporting period: July 1, 2012 - June 30, 2013
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Item 1. Proxy Voting Record
******************************* FORM N-PX REPORT *******************************
ICA File Number: 811-02514
Reporting Period: 07/01/2012 - 06/30/2013
ING Variable Funds
======================= ING Growth and Income Portfolio ========================
ABBOTT LABORATORIES
Ticker: ABT Security ID: 002824100
Meeting Date: APR 26, 2013 Meeting Type: Annual
Record Date: FEB 27, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert J. Alpern For For Management
1.2 Elect Director Roxanne S. Austin For For Management
1.3 Elect Director Sally E. Blount For For Management
1.4 Elect Director W. James Farrell For For Management
1.5 Elect Director Edward M. Liddy For For Management
1.6 Elect Director Nancy McKinstry For For Management
1.7 Elect Director Phebe N. Novakovic For For Management
1.8 Elect Director William A. Osborn For For Management
1.9 Elect Director Samuel C. Scott, III For For Management
1.10 Elect Director Glenn F. Tilton For For Management
1.11 Elect Director Miles D. White For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Label and Eliminate GMO Ingredients in Against Against Shareholder
Products
5 Report on Lobbying Payments and Policy Against Against Shareholder
6 Require Independent Board Chairman Against Against Shareholder
7 Stock Retention/Holding Period Against Against Shareholder
8 Cease Compliance Adjustments to Against Against Shareholder
Performance Criteria
9 Pro-rata Vesting of Equity Awards Against Against Shareholder
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ACTAVIS, INC.
Ticker: ACT Security ID: 00507K103
Meeting Date: MAY 10, 2013 Meeting Type: Annual
Record Date: MAR 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Jack Michelson For For Management
1b Elect Director Ronald R. Taylor For For Management
1c Elect Director Andrew L. Turner For For Management
1d Elect Director Paul M. Bisaro For For Management
1e Elect Director Christopher W. Bodine For For Management
1f Elect Director Michael J. Feldman For For Management
1g Elect Director Fred G. Weiss For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Stock Retention Against Against Shareholder
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AMETEK, INC.
Ticker: AME Security ID: 031100100
Meeting Date: MAY 08, 2013 Meeting Type: Annual
Record Date: MAR 21, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ruby R. Chandy For For Management
1.2 Elect Director Charles D. Klein For For Management
1.3 Elect Director Steven W. Kohlhagen For For Management
2 Increase Authorized Common Stock For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify Auditors For For Management
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AMGEN INC.
Ticker: AMGN Security ID: 031162100
Meeting Date: MAY 22, 2013 Meeting Type: Annual
Record Date: MAR 25, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David Baltimore For For Management
1.2 Elect Director Frank J. Biondi, Jr. For For Management
1.3 Elect Director Robert A. Bradway For For Management
1.4 Elect Director Francois de Carbonnel For For Management
1.5 Elect Director Vance D. Coffman For For Management
1.6 Elect Director Robert A. Eckert For For Management
1.7 Elect Director Rebecca M. Henderson For For Management
1.8 Elect Director Frank C. Herringer For For Management
1.9 Elect Director Tyler Jacks For For Management
1.10 Elect Director Gilbert S. Omenn For For Management
1.11 Elect Director Judith C. Pelham For For Management
1.12 Elect Director Leonard D. Schaeffer For For Management
1.13 Elect Director Ronald D. Sugar For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
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ANADARKO PETROLEUM CORPORATION
Ticker: APC Security ID: 032511107
Meeting Date: MAY 14, 2013 Meeting Type: Annual
Record Date: MAR 19, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Kevin P. Chilton For For Management
1b Elect Director Luke R. Corbett For For Management
1c Elect Director H. Paulett Eberhart For For Management
1d Elect Director Peter J. Fluor For For Management
1e Elect Director Richard L. George For For Management
1f Elect Director Preston M. Geren, III For For Management
1g Elect Director Charles W. Goodyear For For Management
1h Elect Director John R. Gordon For For Management
1i Elect Director Eric D. Mullins For For Management
1j Elect Director Paula Rosput Reynolds For For Management
1k Elect Director R. A. Walker For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Report on Political Contributions Against Against Shareholder
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APPLE INC.
Ticker: AAPL Security ID: 037833100
Meeting Date: FEB 27, 2013 Meeting Type: Annual
Record Date: JAN 02, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William Campbell For For Management
1.2 Elect Director Timothy Cook For For Management
1.3 Elect Director Millard Drexler For For Management
1.4 Elect Director Al Gore For For Management
1.5 Elect Director Robert Iger For For Management
1.6 Elect Director Andrea Jung For For Management
1.7 Elect Director Arthur Levinson For For Management
1.8 Elect Director Ronald Sugar For For Management
2 Amend Articles of Incorporation For For Management
3 Ratify Auditors For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Stock Retention/Holding Period Against Against Shareholder
6 Establish Board Committee on Human Against Against Shareholder
Rights
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ARCH COAL, INC.
Ticker: ACI Security ID: 039380100
Meeting Date: APR 25, 2013 Meeting Type: Annual
Record Date: MAR 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Paul T. Hanrahan For For Management
1b Elect Director Steven F. Leer For For Management
1c Elect Director Theodore D. Sands 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
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CAMERON INTERNATIONAL CORPORATION
Ticker: CAM Security ID: 13342B105
Meeting Date: MAY 08, 2013 Meeting Type: Annual
Record Date: MAR 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James T. Hackett For For Management
1.2 Elect Director Michael E. Patrick For For Management
1.3 Elect Director Jon Erik Reinhardsen For For Management
1.4 Elect Director Bruce W. Wilkinson For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
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CELANESE CORPORATION
Ticker: CE Security ID: 150870103
Meeting Date: APR 25, 2013 Meeting Type: Annual
Record Date: FEB 25, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Jay V. Ihlenfeld For For Management
1b Elect Director Mark C. Rohr For For Management
1c Elect Director Farah M. Walters For For Management
1d Elect Director Edward G. Galante For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
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CENTERPOINT ENERGY, INC.
Ticker: CNP Security ID: 15189T107
Meeting Date: APR 25, 2013 Meeting Type: Annual
Record Date: FEB 25, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Milton Carroll For For Management
1b Elect Director Michael P. Johnson For For Management
1c Elect Director Janiece M. Longoria For For Management
1d Elect Director David M. McClanahan For For Management
1e Elect Director Susan O. Rheney For For Management
1f Elect Director R. A. Walker For For Management
1g Elect Director Peter S. Wareing For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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CENTURYLINK, INC.
Ticker: CTL Security ID: 156700106
Meeting Date: MAY 22, 2013 Meeting Type: Annual
Record Date: APR 03, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director W. Bruce Hanks For For Management
1.2 Elect Director C. G. Melville, Jr. For For Management
1.3 Elect Director Fred R. Nichols For For Management
1.4 Elect Director William A. Owens For For Management
1.5 Elect Director Harvey P. Perry For For Management
1.6 Elect Director Glen F. Post, III For For Management
1.7 Elect Director Laurie A. Siegel For For Management
1.8 Elect Director Joseph R. Zimmel For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4a Share Retention Policy Against Against Shareholder
4b Adopt Policy on Bonus Banking Against Against Shareholder
4c Proxy Access Against Against Shareholder
4d Provide for Confidential Voting Against For Shareholder
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CITIGROUP INC.
Ticker: C Security ID: 172967424
Meeting Date: APR 24, 2013 Meeting Type: Annual
Record Date: FEB 25, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Michael L. Corbat For For Management
1b Elect Director Franz B. Humer For For Management
1c Elect Director Robert L. Joss For For Management
1d Elect Director Michael E. O'Neill For For Management
1e Elect Director Judith Rodin For For Management
1f Elect Director Robert L. Ryan For For Management
1g Elect Director Anthony M. Santomero For For Management
1h Elect Director Joan E. Spero For For Management
1i Elect Director Diana L. Taylor For For Management
1j Elect Director William S. Thompson, Jr. For For Management
1k Elect Director Ernesto Zedillo Ponce For For Management
de Leon
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Stock Retention/Holding Period Against Against Shareholder
6 Report on Lobbying Payments and Policy Against Against Shareholder
7 Amend Indemnifications Provisions Against Against Shareholder
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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
Ticker: CTSH Security ID: 192446102
Meeting Date: JUN 04, 2013 Meeting Type: Annual
Record Date: APR 08, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Maureen Breakiron-Evans For For Management
1b Elect Director John E. Klein For For Management
1c Elect Director Lakshmi Narayanan For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Declassify the Board of Directors For For Management
4 Amend Qualified Employee Stock For For Management
Purchase Plan
5 Ratify Auditors For For Management
6 Provide Right to Act by Written Consent Against Against Shareholder
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COMCAST CORPORATION
Ticker: CMCSA Security ID: 20030N101
Meeting Date: MAY 15, 2013 Meeting Type: Annual
Record Date: MAR 06, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Kenneth J. Bacon For For Management
1.2 Elect Director Sheldon M. Bonovitz For For Management
1.3 Elect Director Joseph J. Collins For For Management
1.4 Elect Director J. Michael Cook For For Management
1.5 Elect Director Gerald L. Hassell For For Management
1.6 Elect Director Jeffrey A. Honickman For For Management
1.7 Elect Director Eduardo G. Mestre For For Management
1.8 Elect Director Brian L. Roberts For For Management
1.9 Elect Director Ralph J. Roberts For For Management
1.10 Elect Director Johnathan A. Rodgers For For Management
1.11 Elect Director Judith Rodin For For Management
2 Ratify Auditors For For Management
3 Pro-rata Vesting of Equity Awards Against For Shareholder
4 Approve Recapitalization Plan for all Against For Shareholder
Stock to Have One-vote per Share
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CONTINENTAL RESOURCES, INC.
Ticker: CLR Security ID: 212015101
Meeting Date: MAY 23, 2013 Meeting Type: Annual
Record Date: MAR 27, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Harold G. Hamm For For Management
1.2 Elect Director John T. McNabb, II For For Management
1.3 Elect Director David L. Boren For For Management
2 Approve Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
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COSTCO WHOLESALE CORPORATION
Ticker: COST Security ID: 22160K105
Meeting Date: JAN 24, 2013 Meeting Type: Annual
Record Date: NOV 23, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Benjamin S. Carson, Sr. For For Management
1.2 Elect Director William H. Gates For For Management
1.3 Elect Director Hamilton E. James For For Management
1.4 Elect Director W. Craig Jelinek For For Management
1.5 Elect Director Jill S. Ruckelshaus 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
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COVIDIEN PLC
Ticker: COV Security ID: G2554F113
Meeting Date: MAR 20, 2013 Meeting Type: Annual
Record Date: JAN 10, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Jose E. Almeida For For Management
1b Elect Director Joy A. Amundson For For Management
1c Elect Director Craig Arnold For For Management
1d Elect Director Robert H. Brust For For Management
1e Elect Director John M. Connors, Jr. For For Management
1f Elect Director Christopher J. Coughlin For For Management
1g Elect Director Randall J. Hogan, III For For Management
1h Elect Director Martin D. Madaus For For Management
1i Elect Director Dennis H. Reilley For For Management
1j Elect Director Joseph A. Zaccagnino For For Management
2 Approve Auditors and Authorize Board For For Management
to Fix Their Remuneration
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Authorize Open-Market Purchases of For For Management
Ordinary Shares
6 Authorize the Price Range at which the For For Management
Company can Reissue Shares that it
holds as Treasury Shares
7 Amend Articles of Association to For For Management
expand the authority to execute
instruments of transfer
8 Approve Creation of Distributable For For Management
Reserves
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CSX CORPORATION
Ticker: CSX Security ID: 126408103
Meeting Date: MAY 08, 2013 Meeting Type: Annual
Record Date: MAR 08, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Donna M. Alvarado For For Management
1b Elect Director John B. Breaux For For Management
1c Elect Director Pamela L. Carter For For Management
1d Elect Director Steven T. Halverson For For Management
1e Elect Director Edward J. Kelly, III For For Management
1f Elect Director Gilbert H. Lamphere For For Management
1g Elect Director John D. McPherson For For Management
1h Elect Director Timothy T. O'Toole For For Management
1i Elect Director David M. Ratcliffe For For Management
1j Elect Director Donald J. Shepard For For Management
1k Elect Director Michael J. Ward For For Management
1l Elect Director J.C. Watts, Jr. For For Management
1m Elect Director J. Steven Whisler For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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DELPHI AUTOMOTIVE PLC
Ticker: DLPH Security ID: G27823106
Meeting Date: APR 25, 2013 Meeting Type: Annual
Record Date: FEB 26, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Reelect Gary L. Cowger as a Director For For Management
1.2 Reelect Nicholas M. Donofrio as a For For Management
Director
1.3 Reelect Mark P. Frissora as a Director For For Management
1.4 Reelect Rajiv L. Gupta as a Director For For Management
1.5 Reelect John A. Krol as a Director For For Management
1.6 Reelect J. Randall MacDonald as a For For Management
Director
1.7 Reelect Sean O. Mahoney as a Director For For Management
1.8 Reelect Rodney O'Neal as a Director For For Management
1.9 Reelect Thomas W. Sidlik as a Director For For Management
1.10 Reelect Bernd Wiedemann as a Director For For Management
1.11 Reelect Lawrence A. Zimmerman as a For For Management
Director
2 Ratify Ernst & Young LLP as Auditors For For Management
and Authorize Board to Fix Their
Remuneration
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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EASTMAN CHEMICAL COMPANY
Ticker: EMN Security ID: 277432100
Meeting Date: MAY 02, 2013 Meeting Type: Annual
Record Date: MAR 08, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gary E. Anderson For For Management
1.2 Elect Director Brett D. Begemann For For Management
1.3 Elect Director Stephen R. Demeritt For For Management
1.4 Elect Director Robert M. Hernandez For For Management
1.5 Elect Director Julie F. Holder For For Management
1.6 Elect Director Renee J. Hornbaker For For Management
1.7 Elect Director Lewis M. Kling For For Management
1.8 Elect Director David W. Raisbeck 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 Act by Written Consent Against Against Shareholder
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EMC CORPORATION
Ticker: EMC Security ID: 268648102
Meeting Date: MAY 01, 2013 Meeting Type: Annual
Record Date: MAR 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Michael W. Brown For For Management
1b Elect Director Randolph L. Cowen For For Management
1c Elect Director Gail Deegan For For Management
1d Elect Director James S. DiStasio For For Management
1e Elect Director John R. Egan For For Management
1f Elect Director Edmund F. Kelly For For Management
1g Elect Director Judith A. Miscik For For Management
1h Elect Director Windle B. Priem For For Management
1i Elect Director Paul Sagan For For Management
1j Elect Director David N. Strohm For For Management
1k Elect Director Joseph M. Tucci For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Amend Qualified Employee Stock For For Management
Purchase Plan
6 Provide Right to Act by Written Consent For For Management
7 Require Consistency with Corporate Against Against Shareholder
Values and Report on Political
Contributions
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EOG RESOURCES, INC.
Ticker: EOG Security ID: 26875P101
Meeting Date: MAY 02, 2013 Meeting Type: Annual
Record Date: MAR 08, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Charles R. Crisp For For Management
1b Elect Director James C. Day For For Management
1c Elect Director Mark G. Papa For For Management
1d Elect Director H. Leighton Steward For For Management
1e Elect Director Donald F. Textor For For Management
1f Elect Director William R. Thomas For For Management
1g Elect Director Frank G. Wisner For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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EXPRESS SCRIPTS HOLDING COMPANY
Ticker: ESRX Security ID: 30219G108
Meeting Date: MAY 09, 2013 Meeting Type: Annual
Record Date: MAR 11, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Gary G. Benanav For For Management
1b Elect Director Maura C. Breen For For Management
1c Elect Director William J. DeLaney For For Management
1d Elect Director Nicholas J. LaHowchic For For Management
1e Elect Director Thomas P. Mac Mahon For For Management
1f Elect Director Frank Mergenthaler For For Management
1g Elect Director Woodrow A. Myers, Jr. For For Management
1h Elect Director John O. Parker, Jr. For For Management
1i Elect Director George Paz For For Management
1j Elect Director William L. Roper For For Management
1k Elect Director Samuel K. Skinner For For Management
1l Elect Director Seymour Sternberg For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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EXXON MOBIL CORPORATION
Ticker: XOM Security ID: 30231G102
Meeting Date: MAY 29, 2013 Meeting Type: Annual
Record Date: APR 04, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director M.J. Boskin For For Management
1.2 Elect Director P. Brabeck-Letmathe For For Management
1.3 Elect Director U.M. Burns For For Management
1.4 Elect Director L.R. Faulkner For For Management
1.5 Elect Director J.S. Fishman For For Management
1.6 Elect Director H.H. Fore For For Management
1.7 Elect Director K.C. Frazier For For Management
1.8 Elect Director W.W. George For For Management
1.9 Elect Director S.J. Palmisano For For Management
1.10 Elect Director S.S. Reinemund For For Management
1.11 Elect Director R.W. Tillerson For For Management
1.12 Elect Director W.C. Weldon For For Management
1.13 Elect Director E.E. Whitacre, Jr. For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Require Independent Board Chairman Against Against Shareholder
5 Require a Majority Vote for the Against For Shareholder
Election of Directors
6 Limit Directors to a Maximum of Three Against Against Shareholder
Board Memberships in Companies with
Sales over $500 Million Annually
7 Report on Lobbying Payments and Policy Against Against Shareholder
8 Study Feasibility of Prohibiting Against Against Shareholder
Political Contributions
9 Adopt Sexual Orientation Anti-bias Against Against Shareholder
Policy
10 Report on Management of Hydraulic Against Against Shareholder
Fracturing Risks and Opportunities
11 Adopt Quantitative GHG Goals for Against Against Shareholder
Products and Operations
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FIFTH THIRD BANCORP
Ticker: FITB Security ID: 316773100
Meeting Date: APR 16, 2013 Meeting Type: Annual
Record Date: FEB 28, 2013
# 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 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
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FLUOR CORPORATION
Ticker: FLR Security ID: 343412102
Meeting Date: MAY 02, 2013 Meeting Type: Annual
Record Date: MAR 08, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1A Elect Director Peter K. Barker For Against Management
1B Elect Director Alan M. Bennett For For Management
1C Elect Director Rosemary T. Berkery For For Management
1D Elect Director James T. Hackett For For Management
1E Elect Director Kent Kresa For For Management
1F Elect Director Dean R. O'Hare For For Management
1G Elect Director Armando J. Olivera For For Management
1H Elect Director David T. Seaton For For Management
1I Elect Director Nader H. Sultan For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
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FOOT LOCKER, INC.
Ticker: FL Security ID: 344849104
Meeting Date: MAY 15, 2013 Meeting Type: Annual
Record Date: MAR 18, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ken C. Hicks For For Management
1.2 Elect Director Guillermo G. Marmol For For Management
1.3 Elect Director Dona D. Young For For Management
1.4 Elect Director Maxine Clark For For Management
2 Ratify Auditors For For Management
3 Approve Qualified Employee Stock For For Management
Purchase Plan
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Declassify the Board of Directors Against For Shareholder
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GENERAL DYNAMICS CORPORATION
Ticker: GD Security ID: 369550108
Meeting Date: MAY 01, 2013 Meeting Type: Annual
Record Date: MAR 07, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mary T. Barra For For Management
1.2 Elect Director Nicholas D. Chabraja For For Management
1.3 Elect Director James S. Crown For For Management
1.4 Elect Director William P. Fricks For For Management
1.5 Elect Director Paul G. Kaminski For For Management
1.6 Elect Director John M. Keane For For Management
1.7 Elect Director Lester L. Lyles For For Management
1.8 Elect Director Phebe N. Novakovic For For Management
1.9 Elect Director William A. Osborn For For Management
1.10 Elect Director Robert Walmsley For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Report on Lobbying Payments and Policy Against Against Shareholder
5 Review and Assess Human Rights Policy Against Against Shareholder
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GILEAD SCIENCES, INC.
Ticker: GILD Security ID: 375558103
Meeting Date: MAY 08, 2013 Meeting Type: Annual
Record Date: MAR 13, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John F. Cogan For For Management
1.2 Elect Director Etienne F. Davignon For For Management
1.3 Elect Director Carla A. Hills For For Management
1.4 Elect Director Kevin E. Lofton For For Management
1.5 Elect Director John W. Madigan For For Management
1.6 Elect Director John C. Martin For For Management
1.7 Elect Director Nicholas G. Moore For For Management
1.8 Elect Director Richard J. Whitley For For Management
1.9 Elect Director Gayle E. Wilson For For Management
1.10 Elect Director Per Wold-Olsen For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Increase Authorized Common Stock For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
6 Require Independent Board Chairman Against Against Shareholder
7 Provide Right to Act by Written Consent Against Against Shareholder
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GNC HOLDINGS, INC.
Ticker: GNC Security ID: 36191G107
Meeting Date: MAY 23, 2013 Meeting Type: Annual
Record Date: MAR 28, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Philip E. Mallott For For Management
1.2 Elect Director C. Scott O'Hara For For Management
1.3 Elect Director Richard J. Wallace For For Management
2 Eliminate Class of Common Stock For For Management
3 Establish Range For Board Size For For Management
4 Declassify the Board of Directors For For Management
5 Amendment to Delete Various Provisions For For Management
Related to the Company's Former
'Sponsors' which are Now Inapplicable
6 Provide Right to Act by Written Consent For For Management
7 Ratify Auditors For For Management
8 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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GOOGLE INC.
Ticker: GOOG Security ID: 38259P508
Meeting Date: JUN 06, 2013 Meeting Type: Annual
Record Date: APR 08, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Larry Page For For Management
1.2 Elect Director Sergey Brin For For Management
1.3 Elect Director Eric E. Schmidt For For Management
1.4 Elect Director L. John Doerr For For Management
1.5 Elect Director Diane B. Greene For For Management
1.6 Elect Director John L. Hennessy For For Management
1.7 Elect Director Ann Mather For For Management
1.8 Elect Director Paul S. Otellini For For Management
1.9 Elect Director K. Ram Shriram For For Management
1.10 Elect Director Shirley M. Tilghman For For Management
2 Ratify Auditors For For Management
3 Report on Reducing Lead Battery Health Against Against Shareholder
Hazards
4 Approve Recapitalization Plan for all Against For Shareholder
Stock to Have One-vote per Share
5 Stock Retention/Holding Period Against Against Shareholder
6 Adopt Policy on Succession Planning Against Against Shareholder
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HALLIBURTON COMPANY
Ticker: HAL Security ID: 406216101
Meeting Date: MAY 15, 2013 Meeting Type: Annual
Record Date: MAR 18, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alan M. Bennett For For Management
1.2 Elect Director James R. Boyd For For Management
1.3 Elect Director Milton Carroll For For Management
1.4 Elect Director Nance K. Dicciani For For Management
1.5 Elect Director Murry S. Gerber For For Management
1.6 Elect Director Jose C. Grubisich For For Management
1.7 Elect Director Abdallah S. Jum'ah For For Management
1.8 Elect Director David J. Lesar For For Management
1.9 Elect Director Robert A. Malone For For Management
1.10 Elect Director J. Landis Martin For For Management
1.11 Elect Director Debra L. Reed For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Report on Human Rights Risk Assessment Against Against Shareholder
Process
--------------------------------------------------------------------------------
HCA HOLDINGS, INC.
Ticker: HCA Security ID: 40412C101
Meeting Date: APR 24, 2013 Meeting Type: Annual
Record Date: MAR 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard M. Bracken For For Management
1.2 Elect Director R. Milton Johnson For Withhold Management
1.3 Elect Director John P. Connaughton For Withhold Management
1.4 Elect Director Kenneth W. Freeman For Withhold Management
1.5 Elect Director Thomas F. Frist, III For Withhold Management
1.6 Elect Director William R. Frist For Withhold Management
1.7 Elect Director Christopher R. Gordon For Withhold Management
1.8 Elect Director Jay O. Light For For Management
1.9 Elect Director Geoffrey G. Meyers For For Management
1.10 Elect Director Michael W. Michelson For Withhold Management
1.11 Elect Director James C. Momtazee For Withhold Management
1.12 Elect Director Stephen G. Pagliuca For Withhold Management
1.13 Elect Director Wayne J. Riley For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
INTERNATIONAL PAPER COMPANY
Ticker: IP Security ID: 460146103
Meeting Date: MAY 13, 2013 Meeting Type: Annual
Record Date: MAR 19, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director David J. Bronczek For For Management
1b Elect Director Ahmet C. Dorduncu For For Management
1c Elect Director John V. Faraci For For Management
1d Elect Director Ilene S. Gordon For For Management
1e Elect Director Stacey J. Mobley For For Management
1f Elect Director Joan E. Spero For For Management
1g Elect Director John L. Townsend, III For For Management
1h Elect Director John F. Turner For For Management
1i Elect Director William G. Walter For For Management
1j Elect Director J. Steven Whisler For For Management
2 Ratify Auditors For For Management
3 Provide Right to Act by Written Consent For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Pro-rata Vesting of Equity Plans Against Against Shareholder
--------------------------------------------------------------------------------
INVESCO LTD.
Ticker: IVZ Security ID: G491BT108
Meeting Date: MAY 16, 2013 Meeting Type: Annual
Record Date: MAR 18, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Joseph R. Canion For For Management
1.2 Elect Director Edward P. Lawrence For For Management
1.3 Elect Director Phoebe A. Wood 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
--------------------------------------------------------------------------------
JABIL CIRCUIT, INC.
Ticker: JBL Security ID: 466313103
Meeting Date: JAN 24, 2013 Meeting Type: Annual
Record Date: NOV 26, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Martha F. Brooks For For Management
1.2 Elect Director Mel S. Lavitt For For Management
1.3 Elect Director Timothy L. Main For For Management
1.4 Elect Director Mark T. Mondello For For Management
1.5 Elect Director Lawrence J. Murphy For For Management
1.6 Elect Director Frank A. Newman For For Management
1.7 Elect Director Steven A. Raymund For For Management
1.8 Elect Director Thomas A. Sansone For For Management
1.9 Elect Director David M. Stout For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Other Business For For Management
--------------------------------------------------------------------------------
JPMORGAN CHASE & CO.
Ticker: JPM Security ID: 46625H100
Meeting Date: MAY 21, 2013 Meeting Type: Annual
Record Date: MAR 22, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director James A. Bell For Did Not Vote Management
1b Elect Director Crandall C.Bowles For Did Not Vote Management
1c Elect Director Stephen B. Burke For Did Not Vote Management
1d Elect Director David M. Cote For Did Not Vote Management
1e Elect Director James S. Crown For Did Not Vote Management
1f Elect Director James Dimon For Did Not Vote Management
1g Elect Director Timothy P. Flynn For Did Not Vote Management
1h Elect Director Ellen V. Futter For Did Not Vote Management
1i Elect Director Laban P. Jackson, Jr. For Did Not Vote Management
1j Elect Director Lee R. Raymond For Did Not Vote Management
1k Elect Director William C. Weldon For Did Not Vote Management
2 Ratify Auditors For Did Not Vote Management
3 Advisory Vote to Ratify Named For Did Not Vote Management
Executive Officers' Compensation
4 Provide Right to Act by Written Consent For Did Not Vote Management
5 Amend Executive Incentive Bonus Plan For Did Not Vote Management
6 Require Independent Board Chairman Against Did Not Vote Shareholder
7 Stock Retention/Holding Period Against Did Not Vote Shareholder
8 Institute Procedures to Prevent Against Did Not Vote Shareholder
Investments in Companies that
Contribute to Genocide or Crimes
Against Humanity
9 Report on Lobbying Payments and Policy Against Did Not Vote Shareholder
--------------------------------------------------------------------------------
KRAFT FOODS GROUP, INC.
Ticker: KRFT Security ID: 50076Q106
Meeting Date: MAY 22, 2013 Meeting Type: Annual
Record Date: MAR 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Abelardo E. Bru For For Management
1b Elect Director Jeanne P. Jackson For For Management
1c Elect Director E. Follin Smith 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 Omnibus Stock Plan For For Management
5 Ratify Auditors For For Management
6 Label Products with GMO Ingredients Against Against Shareholder
--------------------------------------------------------------------------------
LIBERTY MEDIA CORPORATION
Ticker: LMCA Security ID: 530322106
Meeting Date: AUG 08, 2012 Meeting Type: Annual
Record Date: JUN 25, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Donne F. Fisher For For Management
1.2 Elect Director Gregory B. Maffei For For Management
1.3 Elect Director Andrea L. Wong For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency Three One Year Management
Years
4 Approve Omnibus Stock Plan For Against Management
5 Approve Non-Employee Director Omnibus For Against Management
Stock Plan
6 Ratify Auditors For For Management
--------------------------------------------------------------------------------
MACY'S, INC.
Ticker: M Security ID: 55616P104
Meeting Date: MAY 17, 2013 Meeting Type: Annual
Record Date: MAR 22, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Stephen F. Bollenbach For For Management
1b Elect Director Deirdre P. Connelly For For Management
1c Elect Director Meyer Feldberg For For Management
1d Elect Director Sara Levinson For For Management
1e Elect Director Terry J. Lundgren For For Management
1f Elect Director Joseph Neubauer For For Management
1g Elect Director Joyce M. Roche For For Management
1h Elect Director Paul C. Varga For For Management
1i Elect Director Craig E. Weatherup For For Management
1j Elect Director Marna C. Whittington For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
MICHAEL KORS HOLDINGS LTD.
Ticker: KORS Security ID: G60754101
Meeting Date: AUG 08, 2012 Meeting Type: Annual
Record Date: JUN 15, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect M. William Benedetto as Director For For Management
2b Elect Stephen F. Reitman as a Director For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
--------------------------------------------------------------------------------
MONDELEZ INTERNATIONAL, INC.
Ticker: MDLZ Security ID: 609207105
Meeting Date: MAY 21, 2013 Meeting Type: Annual
Record Date: MAR 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Stephen F. Bollenbach For For Management
1b Elect Director Lewis W.K. Booth For For Management
1c Elect Director Lois D. Juliber For For Management
1d Elect Director Mark D. Ketchum For For Management
1e Elect Director Jorge S. Mesquita For For Management
1f Elect Director Fredric G. Reynolds For For Management
1g Elect Director Irene B. Rosenfeld For For Management
1h Elect Director Patrick T. Siewert For For Management
1i Elect Director Ruth J. Simmons For For Management
1j Elect Director Ratan N. Tata For For Management
1k Elect Director Jean-Francois M. L. van For For Management
Boxmeer
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Report on Adopting Extended Producer Against Against Shareholder
Responsibility Policy
--------------------------------------------------------------------------------
MONSTER BEVERAGE CORPORATION
Ticker: MNST Security ID: 611740101
Meeting Date: JUN 03, 2013 Meeting Type: Annual
Record Date: APR 11, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Rodney C. Sacks For For Management
1.2 Elect Director Hilton H. Schlosberg For For Management
1.3 Elect Director Norman C. Epstein For For Management
1.4 Elect Director Benjamin M. Polk For For Management
1.5 Elect Director Sydney Selati For For Management
1.6 Elect Director Harold C. Taber, Jr. For For Management
1.7 Elect Director Mark S. Vidergauz For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
NETAPP, INC.
Ticker: NTAP Security ID: 64110D104
Meeting Date: AUG 31, 2012 Meeting Type: Annual
Record Date: JUL 11, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Daniel J. Warmenhoven For For Management
1.2 Elect Director Nicholas G. Moore For For Management
1.3 Elect Director Thomas Georgens For For Management
1.4 Elect Director Jeffry R. Allen For For Management
1.5 Elect Director Alan L. Earhart For For Management
1.6 Elect Director Gerald Held For For Management
1.7 Elect Director T. Michael Nevens For For Management
1.8 Elect Director George T. Shaheen For For Management
1.9 Elect Director Robert T. Wall For For Management
1.10 Elect Director Richard P. Wallace 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
6 Reduce Supermajority Vote Requirement None For Shareholder
--------------------------------------------------------------------------------
NV ENERGY, INC.
Ticker: NVE Security ID: 67073Y106
Meeting Date: MAY 08, 2013 Meeting Type: Annual
Record Date: MAR 11, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Joseph B. Anderson, Jr. For For Management
1b Elect Director Glenn C. Christenson For For Management
1c Elect Director Susan F. Clark For For Management
1d Elect Director Stephen E. Frank For For Management
1e Elect Director Brian J. Kennedy For For Management
1f Elect Director Maureen T. Mullarkey For For Management
1g Elect Director John F. O'Reilly For For Management
1h Elect Director Philip G. Satre For For Management
1i Elect Director Donald D. Snyder For For Management
1j Elect Director Michael W. Yackira 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
--------------------------------------------------------------------------------
OCCIDENTAL PETROLEUM CORPORATION
Ticker: OXY Security ID: 674599105
Meeting Date: MAY 03, 2013 Meeting Type: Annual
Record Date: MAR 13, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Spencer Abraham For For Management
1.2 Elect Director Howard I. Atkins For For Management
1.3 Elect Director Stephen I. Chazen For For Management
1.4 Elect Director Edward P. Djerejian For For Management
1.5 Elect Director John E. Feick For For Management
1.6 Elect Director Margaret M. Foran For For Management
1.7 Elect Director Carlos M. Gutierrez For For Management
1.8 Elect Director Ray R. Irani For Against Management
1.9 Elect Director Avedick B. Poladian For For Management
1.10 Elect Director Aziz D. Syriani For Against Management
2 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Provide Right to Act by Written Consent Against Against Shareholder
--------------------------------------------------------------------------------
ORACLE CORPORATION
Ticker: ORCL Security ID: 68389X105
Meeting Date: NOV 07, 2012 Meeting Type: Annual
Record Date: SEP 10, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jeffrey S. Berg For For Management
1.2 Elect Director H. Raymond Bingham For For Management
1.3 Elect Director Michael J. Boskin For For Management
1.4 Elect Director Safra A. Catz For For Management
1.5 Elect Director Bruce R. Chizen For For Management
1.6 Elect Director George H. Conrades For For Management
1.7 Elect Director Lawrence J. Ellison For For Management
1.8 Elect Director Hector Garcia-Molina For For Management
1.9 Elect Director Jeffrey O. Henley For For Management
1.10 Elect Director Mark V. Hurd For For Management
1.11 Elect Director Donald L. Lucas For For Management
1.12 Elect Director Naomi O. Seligman For For Management
2 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
3 Amend Non-Employee Director Stock For For Management
Option Plan
4 Ratify Auditors For For Management
5 Adopt Multiple Performance Metrics Against Against Shareholder
Under Executive Incentive Plans
6 Require Independent Board Chairman Against Against Shareholder
7 Adopt Retention Ratio for Against Against Shareholder
Executives/Directors
8 Pro-rata Vesting of Equity Awards Against For Shareholder
--------------------------------------------------------------------------------
PALL CORPORATION
Ticker: PLL Security ID: 696429307
Meeting Date: DEC 12, 2012 Meeting Type: Annual
Record Date: OCT 23, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Amy E. Alving For For Management
1.2 Elect Director Robert B. Coutts For For Management
1.3 Elect Director Mark E. Goldstein For For Management
1.4 Elect Director Cheryl W. Grise For For Management
1.5 Elect Director Ronald L. Hoffman For For Management
1.6 Elect Director Lawrence D. Kingsley For For Management
1.7 Elect Director Dennis N. Longstreet For For Management
1.8 Elect Director B. Craig Owens For For Management
1.9 Elect Director Katharine L. Plourde For For Management
1.10 Elect Director Edward Travaglianti For For Management
1.11 Elect Director Bret W. Wise For For Management
2 Ratify Auditors For For Management
3 Amend Bylaws For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
PENN NATIONAL GAMING, INC.
Ticker: PENN Security ID: 707569109
Meeting Date: JUN 12, 2013 Meeting Type: Annual
Record Date: APR 12, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Wesley R. Edens For Withhold Management
1.2 Elect Director Ronald J. Naples For For Management
1.3 Elect Director Barbara Shattuck Kohn For Withhold Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
PFIZER INC.
Ticker: PFE Security ID: 717081103
Meeting Date: APR 25, 2013 Meeting Type: Annual
Record Date: FEB 27, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Dennis A. Ausiello For For Management
1.2 Elect Director M. Anthony Burns For For Management
1.3 Elect Director W. Don Cornwell For For Management
1.4 Elect Director Frances D. Fergusson For For Management
1.5 Elect Director William H. Gray, III For For Management
1.6 Elect Director Helen H. Hobbs For For Management
1.7 Elect Director Constance J. Horner For For Management
1.8 Elect Director James M. Kilts For For Management
1.9 Elect Director George A. Lorch For For Management
1.10 Elect Director Suzanne Nora Johnson For For Management
1.11 Elect Director Ian C. Read For For Management
1.12 Elect Director Stephen W. Sanger For For Management
1.13 Elect Director Marc Tessier-Lavigne For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Stock Retention/Holding Period Against Against Shareholder
5 Provide Right to Act by Written Consent Against Against Shareholder
--------------------------------------------------------------------------------
PHILIP MORRIS INTERNATIONAL INC.
Ticker: PM Security ID: 718172109
Meeting Date: MAY 08, 2013 Meeting Type: Annual
Record Date: MAR 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Harold Brown For For Management
1.2 Elect Director Mathis Cabiallavetta For For Management
1.3 Elect Director Andre Calantzopoulos For For Management
1.4 Elect Director Louis C. Camilleri For For Management
1.5 Elect Director J. Dudley Fishburn For For Management
1.6 Elect Director Jennifer Li For For Management
1.7 Elect Director Graham Mackay For For Management
1.8 Elect Director Sergio Marchionne For For Management
1.9 Elect Director Kalpana Morparia For For Management
1.10 Elect DirectorLucio A. Noto For For Management
1.11 Elect Director Robert B. Polet For For Management
1.12 Elect Director Carlos Slim Helu For For Management
1.13 Elect Director Stephen M. Wolf For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
PRUDENTIAL FINANCIAL, INC.
Ticker: PRU Security ID: 744320102
Meeting Date: MAY 14, 2013 Meeting Type: Annual
Record Date: MAR 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas J. Baltimore, Jr. For For Management
1.2 Elect Director Gordon M. Bethune For For Management
1.3 Elect Director Gaston Caperton For For Management
1.4 Elect Director Gilbert F. Casellas For For Management
1.5 Elect Director James G. Cullen For For Management
1.6 Elect Director William H. Gray, III For For Management
1.7 Elect Director Mark B. Grier For For Management
1.8 Elect Director Constance J. Horner For For Management
1.9 Elect Director Martina Hund-Mejean For For Management
1.10 Elect Director Karl J. Krapek For For Management
1.11 Elect Director Christine A. Poon For For Management
1.12 Elect Director John R. Strangfeld For For Management
1.13 Elect Director James A. Unruh For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Provide Right to Act by Written Consent Against Against Shareholder
--------------------------------------------------------------------------------
RANGE RESOURCES CORPORATION
Ticker: RRC Security ID: 75281A109
Meeting Date: MAY 22, 2013 Meeting Type: Annual
Record Date: MAR 26, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Anthony V. Dub For For Management
1b Elect Director V. Richard Eales For For Management
1c Elect Director Allen Finkelson For For Management
1d Elect Director James M. Funk For For Management
1e Elect Director Jonathan S. Linker For For Management
1f Elect Director Mary Ralph Lowe For For Management
1g Elect Director Kevin S. McCarthy For For Management
1h Elect Director John H. Pinkerton For For Management
1i Elect Director Jeffrey L. Ventura For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Report on Methane Emissions Against Against Shareholder
--------------------------------------------------------------------------------
REGIONS FINANCIAL CORPORATION
Ticker: RF Security ID: 7591EP100
Meeting Date: MAY 16, 2013 Meeting Type: Annual
Record Date: MAR 18, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director George W. Bryan For For Management
1b Elect Director Carolyn H. Byrd For For Management
1c Elect Director David J. Cooper, Sr. For For Management
1d Elect Director Don DeFosset For For Management
1e Elect Director Eric C. Fast For For Management
1f Elect Director O.B. Grayson Hall, Jr. For For Management
1g Elect Director John D. Johns For For Management
1h Elect Director Charles D. McCrary For For Management
1i Elect Director James R. Malone For For Management
1j Elect Director Ruth Ann Marshall For For Management
1k Elect Director Susan W. Matlock For For Management
1l Elect Director John E. Maupin, Jr. For For Management
1m Elect Director John R. Roberts For For Management
1n Elect Director Lee J. Styslinger, III 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 Report on Political Contributions Against Against Shareholder
--------------------------------------------------------------------------------
REINSURANCE GROUP OF AMERICA, INCORPORATED
Ticker: RGA Security ID: 759351604
Meeting Date: MAY 15, 2013 Meeting Type: Annual
Record Date: MAR 18, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William J. Bartlett For For Management
1.2 Elect Director Alan C. Henderson For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Approve Executive Incentive Bonus Plan For For Management
5 Amend Omnibus Stock Plan For For Management
6 Declassify the Board of Directors For For Management
7 Ratify Auditors For For Management
--------------------------------------------------------------------------------
ROPER INDUSTRIES, INC.
Ticker: ROP Security ID: 776696106
Meeting Date: MAY 24, 2013 Meeting Type: Annual
Record Date: APR 12, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David W. Devonshire For For Management
1.2 Elect Director John F. Fort, III For For Management
1.3 Elect Director Brian D. Jellison For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Declassify the Board of Directors For For Management
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
ROWAN COMPANIES PLC
Ticker: RDC Security ID: G7665A101
Meeting Date: APR 26, 2013 Meeting Type: Annual
Record Date: MAR 04, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect William T. Fox, III as Director For For Management
2 Elect Sir Graham Hearne as Director For For Management
3 Elect H. E. Lentz as Director For For Management
4 Ratify Deloitte & Touche LLP as our U. For For Management
S. Auditors
5 Reappoint Deloitte & Touche U.K LLP as For For Management
our U.K. Auditors
6 Authorize the Audit Committee to Fix For For Management
Remuneration of Auditors
7 Approve Omnibus Stock Plan For For Management
8 Approve Remuneration Report For For Management
9 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
STARBUCKS CORPORATION
Ticker: SBUX Security ID: 855244109
Meeting Date: MAR 20, 2013 Meeting Type: Annual
Record Date: JAN 10, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Howard Schultz For For Management
1b Elect Director William W. Bradley For For Management
1c Elect Director Robert M. Gates For For Management
1d Elect Director Mellody Hobson For For Management
1e Elect Director Kevin R. Johnson For For Management
1f Elect Director Olden Lee For For Management
1g Elect Director Joshua Cooper Ramo For For Management
1h Elect Director James G. Shennan, Jr. For For Management
1i Elect Director Clara Shih For For Management
1j Elect Director Javier G. Teruel For For Management
1k Elect Director Myron E. Ullman, III For For Management
1l Elect Director Craig E. Weatherup For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
5 Prohibit Political Spending Against Against Shareholder
--------------------------------------------------------------------------------
THE BOEING COMPANY
Ticker: BA Security ID: 097023105
Meeting Date: APR 29, 2013 Meeting Type: Annual
Record Date: MAR 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director David L. Calhoun For For Management
1b Elect Director Arthur D. Collins, Jr. For For Management
1c Elect Director Linda Z. Cook For For Management
1d Elect Director Kenneth M. Duberstein For For Management
1e Elect Director Edmund P. Giambastiani, For For Management
Jr.
1f Elect Director Lawrence W. Kellner For For Management
1g Elect Director Edward M. Liddy For For Management
1h Elect Director W. James McNerney, Jr. For For Management
1i Elect Director Susan C. Schwab For For Management
1j Elect Director Ronald A. Williams For For Management
1k Elect Director Mike S. Zafirovski For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Submit SERP to Shareholder Vote Against For Shareholder
5 Provide Right to Act by Written Consent Against Against Shareholder
6 Stock Retention/Holding Period Against Against Shareholder
7 Require Independent Board Chairman Against Against Shareholder
--------------------------------------------------------------------------------
THE J. M. SMUCKER COMPANY
Ticker: SJM Security ID: 832696405
Meeting Date: AUG 15, 2012 Meeting Type: Annual
Record Date: JUN 18, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Paul J. Dolan For For Management
2 Elect Director Nancy Lopez Knight For For Management
3 Elect Director Gary A. Oatey For For Management
4 Elect Director Alex Shumate For For Management
5 Elect Director Timothy P. Smucker For For Management
6 Ratify Auditors For For Management
7 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
8 Declassify the Board of Directors Against For Shareholder
9 Prepare Coffee Sustainability Plan Against Against Shareholder
--------------------------------------------------------------------------------
THE TRAVELERS COMPANIES, INC.
Ticker: TRV Security ID: 89417E109
Meeting Date: MAY 22, 2013 Meeting Type: Annual
Record Date: MAR 25, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Alan L. Beller For For Management
1b Elect Director John H. Dasburg For For Management
1c Elect Director Janet M. Dolan For For Management
1d Elect Director Kenneth M. Duberstein For For Management
1e Elect Director Jay S. Fishman For For Management
1f Elect Director Patricia L. Higgins For For Management
1g Elect Director Thomas R. Hodgson For For Management
1h Elect Director William J. Kane For For Management
1i Elect Director Cleve L. Killingsworth, For For Management
Jr.
1j Elect Director Donald J. Shepard For For Management
1k Elect Director Laurie J. Thomsen For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Authorize New Class of Preferred Stock For For Management
5 Report on Political Contributions Against Against Shareholder
--------------------------------------------------------------------------------
TRANSDIGM GROUP INCORPORATED
Ticker: TDG Security ID: 893641100
Meeting Date: MAR 06, 2013 Meeting Type: Annual
Record Date: JAN 11, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mervin Dunn For For Management
1.2 Elect Director Michael S. Graff 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 None For Shareholder
--------------------------------------------------------------------------------
UNION PACIFIC CORPORATION
Ticker: UNP Security ID: 907818108
Meeting Date: MAY 16, 2013 Meeting Type: Annual
Record Date: FEB 28, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Andrew H. Card, Jr. For For Management
1.2 Elect Director Erroll B. Davis, Jr. For For Management
1.3 Elect Director Thomas J. Donohue For For Management
1.4 Elect Director Archie W. Dunham For For Management
1.5 Elect Director Judith Richards Hope For For Management
1.6 Elect Director John J. Koraleski For For Management
1.7 Elect Director Charles C. Krulak For For Management
1.8 Elect Director Michael R. McCarthy For For Management
1.9 Elect Director Michael W. McConnell For For Management
1.10 Elect Director Thomas F. McLarty, III For For Management
1.11 Elect Director Steven R. Rogel For For Management
1.12 Elect Director Jose H. Villarreal For For Management
1.13 Elect Director James R. Young 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
5 Report on Lobbying Payments and Policy Against Against Shareholder
--------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.
Ticker: VZ Security ID: 92343V104
Meeting Date: MAY 02, 2013 Meeting Type: Annual
Record Date: MAR 04, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard L. Carrion For For Management
1.2 Elect Director Melanie L. Healey For For Management
1.3 Elect Director M. Frances Keeth For For Management
1.4 Elect Director Robert W. Lane For For Management
1.5 Elect Director Lowell C. McAdam For For Management
1.6 Elect Director Sandra O. Moose For For Management
1.7 Elect Director Joseph Neubauer For For Management
1.8 Elect Director Donald T. Nicolaisen For For Management
1.9 Elect Director Clarence Otis, Jr. For For Management
1.10 Elect Director Hugh B. Price For For Management
1.11 Elect Director Rodney E. Slater For For Management
1.12 Elect Director Kathryn A. Tesija For For Management
1.13 Elect Director Gregory D. Wasson For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Commit to Wireless Network Neutrality Against Against Shareholder
6 Report on Lobbying Payments and Policy Against Against Shareholder
7 Adopt Proxy Access Right Against For Shareholder
8 Submit Severance Agreement Against Against Shareholder
(Change-in-Control) to Shareholder Vote
9 Amend Articles/Bylaws/Charter- Call Against Against Shareholder
Special Meetings
10 Provide Right to Act by Written Consent Against Against Shareholder
--------------------------------------------------------------------------------
WELLS FARGO & COMPANY
Ticker: WFC Security ID: 949746101
Meeting Date: APR 23, 2013 Meeting Type: Annual
Record Date: FEB 26, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director John D. Baker, II For For Management
1b Elect Director Elaine L. Chao For For Management
1c Elect Director John S. Chen For For Management
1d Elect Director Lloyd H. Dean For For Management
1e Elect Director Susan E. Engel For For Management
1f Elect Director Enrique Hernandez, Jr. For For Management
1g Elect Director Donald M. James For For Management
1h Elect Director Cynthia H. Milligan For For Management
1i Elect Director Federico F. Pena For For Management
1j Elect Director Howard V. Richardson For For Management
1k Elect Director Judith M. Runstad For For Management
1l Elect Director Stephen W. Sanger For For Management
1m Elect Director John G. Stumpf For For Management
1n Elect Director Susan G. Swenson For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
5 Require Independent Board Chairman Against Against Shareholder
6 Report on Lobbying Payments and Policy Against Against Shareholder
7 Review Fair Housing and Fair Lending Against Against Shareholder
Compliance
--------------------------------------------------------------------------------
WESCO INTERNATIONAL, INC.
Ticker: WCC Security ID: 95082P105
Meeting Date: MAY 30, 2013 Meeting Type: Annual
Record Date: APR 04, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Sandra Beach Lin For For Management
1.2 Elect Director Robert J. Tarr, Jr. For For Management
1.3 Elect Director Stephen A. Van Oss For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Amend Omnibus Stock Plan For For Management
5 Ratify Auditors For For Management
6 Declassify the Board of Directors Against For Shareholder
--------------------------------------------------------------------------------
WHOLE FOODS MARKET, INC.
Ticker: WFM Security ID: 966837106
Meeting Date: MAR 15, 2013 Meeting Type: Annual
Record Date: JAN 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John Elstrott For For Management
1.2 Elect Director Gabrielle Greene For For Management
1.3 Elect Director Shahid 'Hass' Hassan For For Management
1.4 Elect Director Stephanie Kugelman For For Management
1.5 Elect Director John Mackey For For Management
1.6 Elect Director Walter Robb For For Management
1.7 Elect Director Jonathan Seiffer For For Management
1.8 Elect Director Morris 'Mo' Siegel For For Management
1.9 Elect Director Jonathan Sokoloff For For Management
1.10 Elect Director Ralph Sorenson For For Management
1.11 Elect Director William 'Kip' Tindell, For For Management
III
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Report on Adopting Extended Producer Against Against Shareholder
Responsibility Policy
6 Require Independent Board Chairman Against Against Shareholder
--------------------------------------------------------------------------------
XL GROUP PLC
Ticker: XL Security ID: G98290102
Meeting Date: APR 26, 2013 Meeting Type: Annual
Record Date: MAR 06, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Joseph Mauriello as Director For For Management
2 Elect Eugene M. McQuade as Director For For Management
3 Elect Clayton S. Rose as Director For For Management
4 Approve PricewaterhouseCoopers LLP as For For Management
Auditors and Authorize Board to Fix
Their Remuneration
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
========== END N-PX REPORT
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ING VARIABLE FUNDS
By: /s/ Shaun P. Mathews
-------------------------------------
Shaun P. Mathews
President and Chief Executive Officer
Date: August 23, 2013