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: 811-8014
NAME OF REGISTRANT: Dividend Builder Portfolio
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: Two International Place
Boston, MA 02110
NAME AND ADDRESS OF AGENT FOR SERVICE: Maureen A. Gemma, Esq.
Two International Place
Boston, MA 02110
REGISTRANT'S TELEPHONE NUMBER: 617-482-8260
DATE OF FISCAL YEAR END: 12/31
DATE OF REPORTING PERIOD: 07/01/2010 - 06/30/2011
Dividend Builder Portfolio
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ABBOTT LABORATORIES Agenda Number: 933386319
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Security: 002824100
Meeting Type: Annual
Meeting Date: 29-Apr-2011
Ticker: ABT
ISIN: US0028241000
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
R.J. ALPERN Mgmt For For
R.S. AUSTIN Mgmt For For
W.J. FARRELL Mgmt For For
H.L. FULLER Mgmt For For
E.M. LIDDY Mgmt For For
P.N. NOVAKOVIC Mgmt For For
W.A. OSBORN Mgmt For For
S.C. SCOTT III Mgmt For For
G.F. TILTON Mgmt For For
M.D. WHITE Mgmt For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS AUDITORS. Mgmt For For
03 SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL Mgmt For For
OF EXECUTIVE COMPENSATION.
04 SAY WHEN ON PAY - AN ADVISORY VOTE ON THE APPROVAL Mgmt 1 Year For
OF THE FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE
COMPENSATION.
05 SHAREHOLDER PROPOSAL - PHARMACEUTICAL PRICING. Shr Against For
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ACCENTURE PLC Agenda Number: 933362042
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Security: G1151C101
Meeting Type: Annual
Meeting Date: 03-Feb-2011
Ticker: ACN
ISIN: IE00B4BNMY34
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 ACCEPTANCE, IN A NON-BINDING VOTE, OF THE FINANCIAL Mgmt For For
STATEMENTS FOR THE FIFTEEN MONTH PERIOD ENDED
AUGUST 31, 2010 AS PRESENTED
2A RE-APPOINTMENT OF DIRECTOR: CHARLES H. GIANCARLO Mgmt For For
2B RE-APPOINTMENT OF DIRECTOR: DENNIS F. HIGHTOWER Mgmt For For
2C RE-APPOINTMENT OF DIRECTOR: BLYTHE J. MCGARVIE Mgmt For For
2D RE-APPOINTMENT OF DIRECTOR: MARK MOODY-STUART Mgmt For For
2E RE-APPOINTMENT OF DIRECTOR: PIERRE NANTERME Mgmt For For
03 RATIFICATION, IN A NON-BINDING VOTE, OF APPOINTMENT Mgmt For For
OF KPMG AS INDEPENDENT AUDITORS FOR THE 2011
FISCAL YEAR AND AUTHORIZATION, IN A BINDING
VOTE, OF THE BOARD, ACTING THROUGH THE AUDIT
COMMITTEE, TO DETERMINE KPMG'S REMUNERATION
04 APPROVAL, IN A NON-BINDING VOTE, OF THE COMPENSATION Mgmt For For
OF THE NAMED EXECUTIVE OFFICERS
05 RECOMMENDATION, IN A NON-BINDING VOTE, OF THE Mgmt 1 Year Against
FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE
COMPENSATION
06 AUTHORIZATION TO HOLD THE 2012 ANNUAL GENERAL Mgmt For For
MEETING OF SHAREHOLDERS OF ACCENTURE PLC AT
A LOCATION OUTSIDE OF IRELAND
07 AUTHORIZATION OF ACCENTURE TO MAKE OPEN-MARKET Mgmt For For
PURCHASES OF ACCENTURE PLC CLASS A ORDINARY
SHARES
08 DETERMINATION OF THE PRICE RANGE AT WHICH ACCENTURE Mgmt For For
PLC CAN RE-ISSUE SHARES THAT IT ACQUIRES AS
TREASURY STOCK
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ACTIVISION BLIZZARD, INC. Agenda Number: 933427189
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Security: 00507V109
Meeting Type: Annual
Meeting Date: 02-Jun-2011
Ticker: ATVI
ISIN: US00507V1098
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: PHILIPPE G.H. CAPRON Mgmt Against Against
1B ELECTION OF DIRECTOR: ROBERT J. CORTI Mgmt For For
1C ELECTION OF DIRECTOR: FREDERIC R. CREPIN Mgmt Against Against
1D ELECTION OF DIRECTOR: LUCIAN GRAINGE Mgmt Against Against
1E ELECTION OF DIRECTOR: BRIAN G. KELLY Mgmt Against Against
1F ELECTION OF DIRECTOR: ROBERT A. KOTICK Mgmt Against Against
1G ELECTION OF DIRECTOR: JEAN-BERNARD LEVY Mgmt Against Against
1H ELECTION OF DIRECTOR: ROBERT J. MORGADO Mgmt For For
1I ELECTION OF DIRECTOR: STEPHANE ROUSSEL Mgmt Against Against
1J ELECTION OF DIRECTOR: RICHARD SARNOFF Mgmt For For
1K ELECTION OF DIRECTOR: REGIS TURRINI Mgmt Against Against
02 ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE Mgmt For For
COMPENSATION.
03 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For
VOTES ON EXECUTIVE COMPENSATION.
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AFLAC INCORPORATED Agenda Number: 933383616
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Security: 001055102
Meeting Type: Annual
Meeting Date: 02-May-2011
Ticker: AFL
ISIN: US0010551028
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: DANIEL P. AMOS Mgmt For For
1B ELECTION OF DIRECTOR: JOHN SHELBY AMOS II Mgmt For For
1C ELECTION OF DIRECTOR: PAUL S. AMOS II Mgmt For For
1D ELECTION OF DIRECTOR: MICHAEL H. ARMACOST Mgmt For For
1E ELECTION OF DIRECTOR: KRISS CLONINGER III Mgmt For For
1F ELECTION OF DIRECTOR: ELIZABETH J. HUDSON Mgmt For For
1G ELECTION OF DIRECTOR: DOUGLAS W. JOHNSON Mgmt For For
1H ELECTION OF DIRECTOR: ROBERT B. JOHNSON Mgmt For For
1I ELECTION OF DIRECTOR: CHARLES B. KNAPP Mgmt For For
1J ELECTION OF DIRECTOR: E. STEPHEN PURDOM, M.D. Mgmt For For
1K ELECTION OF DIRECTOR: BARBARA K. RIMER, DRPH Mgmt For For
1L ELECTION OF DIRECTOR: MARVIN R. SCHUSTER Mgmt For For
1M ELECTION OF DIRECTOR: DAVID GARY THOMPSON Mgmt For For
1N ELECTION OF DIRECTOR: ROBERT L. WRIGHT Mgmt For For
1O ELECTION OF DIRECTOR: TAKURO YOSHIDA Mgmt For For
02 TO CONSIDER THE FOLLOWING NON-BINDING ADVISORY Mgmt For For
PROPOSAL: RESOLVED, THAT THE SHAREHOLDERS APPROVE
THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
OFFICERS, AS DESCRIBED IN THE COMPENSATION
DISCUSSION AND ANALYSIS, EXECUTIVE COMPENSATION
TABLES AND ACCOMPANYING NARRATIVE DISCLOSURE
IN THE PROXY STATEMENT.
03 NON-BINDING, ADVISORY VOTE ON THE FREQUENCY Mgmt 1 Year For
OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.
04 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
FOR THE YEAR ENDING DECEMBER 31, 2011.
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ANHEUSER-BUSCH INBEV SA, BRUXELLES Agenda Number: 702901681
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Security: B6399C107
Meeting Type: MIX
Meeting Date: 26-Apr-2011
Ticker:
ISIN: BE0003793107
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) MAY BE
REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No vote
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE
TO BE LODGED
A.1 Proposal to replace the words "the last Tuesday Mgmt No vote
of April" in the first paragraph of Article
24 with the words "the last Wednesday of April"
A.2 Proposal to add the following new paragraph Mgmt No vote
at the end of Article 22:"The Company is authorised
to deviate from the provisions of Article 520ter,
indents 1 and 2, of the Companies Code, in
respect of any persons falling within the scope
of such provisions."
A.3a Entry into force of the modifications to the Mgmt No vote
Articles of Association resulting from the
law on the exercise of certain rights of shareholders
in listed companies: Proposal to resolve (i)
that the modifications to the Articles of Association
provided for in items 3 (b) to 3 (g) shall
(a) be made under the condition precedent that
a law implementing Directive 2007/36/EC on
the exercise of certain rights of shareholders
in listed companies (the ''Law'') is published
in the Belgian State Gazette and (b) enter
into force on the date, if any, on which the
Law (as may be amended, supplemented or implemented
by any law or regulation) provides that such
modifications enter into force and, in case
the Law (as may be amended, supplemented or
implemented by any law or regulation) does
not provide such a date, such modifications
will enter into force on the date on which
the Law enters into force; and (ii) that the
provisions of the articles of association that
are the object of modification by items 3 (b)
to 3 (g) below (a) will remain in force until
the corresponding modifications to the articles
of association enter into force and (b) will
be, for these purposes, set out at the end
of the articles of association as transitional
provisions; it being understood that the above
proposed resolution shall not be submitted
to the vote of the Extraordinary General Meeting
of Shareholders in the event that the Law is
published before the Extraordinary General
Meeting which will effectively deliberate upon
this item
A.3.b Modification to Article 24 - Meetings: Proposal Mgmt No vote
to delete the words ''The Body convening a
meeting shall designate the places where the
certified statement of blocking of dematerialised
shares is to be deposited'' in the third paragraph
of Article 24 and to add the following paragraph
at the end of Article 24: ''Working days shall
mean all days of the week with the exception
of Saturdays, Sundays and legal public holidays
in Belgium.''
A.3.c Modification to Article 25 - Admission to Shareholders' Mgmt No vote
Meetings: Proposal to replace Article 25 as
follows: ''a) Conditions of admission to Shareholders'
Meetings: In order to have the right to participate
in and vote at the Meeting, shareholders must:
(i) have the ownership of their shares recorded
in their name, as at midnight Central European
Time on the fourteenth (14th) calendar day
preceding the date of the Meeting (the ''record
date''): - through registration in the register
of the registered shares of the company, for
holders of registered shares; or- through book-entry
in the accounts of an authorised account holder
or clearing organisation, for holders of dematerialised
shares. Holders of bearer shares must first
convert their bearer shares into registered
or dematerialized shares; and (ii) notify the
company (or the person designated by the company)
by returning a signed original paper form or,
if permitted by the company in the notice convening
the Shareholders Meeting, by sending a form
electronically (in which case the form shall
be signed by means of an electronic signature
in accordance with applicable Belgian law),
at the latest on the sixth (6th) calendar day
preceding the day of the Meeting, of their
intention to participate in the Meeting, indicating
the number of shares in respect of which they
intend to do so. In addition, the holders of
dematerialised shares must, at the latest on
the same day, provide the company (or the person
designated by the company), or arrange for
the company (or the person designated by the
company) to be provided, with an original certificate
issued by an authorised account holder or a
clearing organisation certifying the number
of shares owned on the record date by the relevant
shareholder and for which it has notified its
intention to participate in the Meeting. An
issuer of certificates relating to registered
shares must notify its capacity of issuer to
the company, which will record such capacity
in the register of such shares. An issuer which
refrains from notifying this capacity to the
company can only vote at a Shareholders' Meeting
if the written notification indicating its
intention to participate in that Shareholders''
Meeting specifies its capacity of issuer. An
issuer of certificates linked to dematerialised
shares must notify its capacity of issuer to
the company before exercising any vote, at
the latest through the written notification
indicating its intention to participate in
the Shareholders' Meeting, failing which such
shares cannot participate in voting. b) Proxies
and powers of attorney: Any shareholder with
the right to vote may either personally participate
in the Meeting or give a proxy to another person,
who need not be a shareholder, to represent
it at a Shareholders' Meeting. A shareholder
may designate, for a given meeting, only one
person as proxy holder, except in circumstances
where Belgian law allows the designation of
multiple proxy holders. The appointment of
a proxy holder may take place in paper form
or electronically (in which case the form shall
be signed by means of an electronic signature
in accordance with applicable Belgian law),
through a form which shall be made available
by the company. The signed original paper form
or electronic form must be received by the
company at the latest on the sixth (6th) calendar
day preceding the date of the Meeting. Any
appointment of a proxy holder shall comply
with relevant requirements of applicable Belgian
law in terms of conflicting interests, record
keeping and any other applicable requirement.
c) Formalities for admission: Prior to the
Meeting, the shareholders or their proxies
are required to sign an attendance sheet, indicating
their first name, last name, and place of residence
or corporate denomination and registered office,
as well as the number of shares in respect
of which they are participating in the Meeting.
Representatives of legal entities must provide
the documents evidencing their capacity as
bodies or special proxy holders. The natural
persons, shareholders, bodies or proxy holders
who take part in the Shareholders' Meeting
must be able to prove their identity. d) Other
securities: The holders of profit sharing certificates,
non-voting shares, bonds, subscription rights
or other securities issued by the company,
as well as the holders of certificates issued
with the assistance of the company and representing
securities issued by the latter, may participate
in the Shareholders' Meeting insofar as the
law entitles them to do so, and, as the case
may be, gives them the right to participate
in voting. If they propose to participate,
they are subject to the same formalities concerning
admission and access, and forms and filing
of proxies, as those imposed on the shareholders.''
A.3.d Modification to Article 26 BIS - Vote by correspondence: Mgmt No vote
Proposal to rename Article 26BIS''''Remote
Voting Before The Shareholders' Meeting''
and to replace it as follows: ''Any shareholder
may vote remotely before the Meeting, by sending
a paper form or, if permitted by the company
in the notice convening the Shareholders' Meeting,
by sending a form electronically (in which
case the form shall be signed by means of an
electronic signature in accordance with applicable
Belgian law), through a form which shall be
made available by the company.The original
signed paper form must be received by the company
at the latest on the sixth (6th) calendar day
preceding the date of the Meeting. Voting through
the sending of the signed electronic form may
occur until the calendar day before the date
of the Meeting. The company may also organise
a remote vote before the Meeting through other
electronic communication methods, such as,
among others, through one or several Web sites.
It shall specify the practical terms of any
such remote vote in the convening notice. The
company will ensure that, when arranging remote
electronic voting before the Shareholders'
Meeting, either through the sending of an electronic
form or through other electronic communication
methods, the company is able, through the system
used, to control the identity and capacity
as shareholder of each person casting a vote
electronically. Shareholders voting remotely,
must, in order for their vote to be taken into
account for the calculation of the quorum and
voting majority, comply with the conditions
set out in Article25.''
A.3.e Modification to Article 28 - Deliberations: Mgmt No vote
Proposal to rename Article 28 ''Agenda And
Deliberations'' and to replace the first paragraph
with the following paragraphs: ''The Shareholders'
Meeting may deliberate only the business on
its agenda. One or more shareholders representing
at least 3% of the capital of the company may
request for items to be added to the agenda
and submit resolution proposals in relation
to existing agenda items or new items to be
added to the agenda provided that they prove
holding of such shareholding as at the date
of their request by, as far as registered shares
are concerned, a certificate evidencing the
registration of the shares in the register
of shares of the company or, as far as dematerialised
shares are concerned, by a certificate issued
by an authorised account holder or a clearing
organisation certifying the book-entry of the
shares in one or several accounts held by such
account holder or clearing organisation. Such
right shall not be available in relation to
a second extraordinary Shareholders' Meeting
that is convened for lack of a quorum at the
first extraordinary Shareholders' Meeting.The
new agenda items and/or resolution proposals
should be received by the company in signed
original paper form or electronically (in which
case the form shall be signed by means of an
electronic signature in accordance with applicable
Belgian law), at the latest on the twentysecond
(22nd) calendar day preceding the date of the
Shareholders' Meeting and the company shall
publish a revised agenda at the latest on the
fifteenth (15th) calendar day preceding the
date of the Meeting. The handling of such new
agenda items and/or resolution proposals during
the Meeting is subject to the relevant shareholder(s)
having satisfied, with respect to shares representing
at least 3% of the capital, the conditions
set forth in Article 25, a), (i) and (ii).''
A.3.f Modification to Article 30 - Adjournments: Proposal Mgmt No vote
to replace the second and third paragraphs
of Article 30 as follows: ''Such adjournment
cancels all decisions taken during the Meeting.
The Shareholders' Meeting shall be held again
within five (5) weeks and with the same agenda.
Shareholders wishing to participate in such
Meeting shall fulfil the admission conditions
set out in Article 25 a). To this effect, a
record date shall be set on the fourteenth
(14th) calendar day at midnight Central European
Time preceding the date of the second Meeting.''
A.3.g Modification to Article 36 BIS: Proposal to Mgmt No vote
delete Article 36 BIS
A.4.a Issuance of 215,000 subscription rights and Non-Voting No vote
capital increase under the condition precedent
and to the extent of the exercise of the subscription
rights: Special report by the Board of Directors
on the issuance of subscription rights and
the exclusion of the preference right of the
existing shareholders in favour of specific
persons, drawn up in accordance with Articles
583, 596 and 598 of the Companies Code
A.4.b Issuance of 215,000 subscription rights and Non-Voting No vote
capital increase under the condition precedent
and to the extent of the exercise of the subscription
rights: Special report by the statutory auditor
on the exclusion of the preference right of
the existing shareholders in favour of specific
persons, drawn up in accordance with Articles
596 and 598 of the Companies Code
A.4.c Issuance of 215,000 subscription rights and Mgmt No vote
capital increase under the condition precedent
and to the extent of the exercise of the subscription
rights: Proposed resolution: excluding the
preference right of the existing shareholders
in relation to the issuance of subscription
rights in favour of all current Directors of
the Company, as identified in the report referred
under item (a) above
A.4.d Issuance of 215,000 subscription rights and Mgmt No vote
capital increase under the condition precedent
and to the extent of the exercise of the subscription
rights: Issuance of subscription rights: Proposed
resolution: approving the issuance of 215,000
subscription rights and determining their terms
and conditions (as such terms and conditions
are appended to the report referred under item
(a) above). The main provisions of these terms
and conditions can be summarised as follows:
each subscription right confers the right to
subscribe in cash to one ordinary share in
the Company, with the same rights (including
dividend rights) as the existing shares. Each
subscription right is granted for no consideration.
Its exercise price equals the average price
of the Company share on Euronext Brussels over
the 30 calendar days preceding the issuance
of the subscription rights by the Shareholders'
Meeting. All subscription rights have a term
of five years as from their issuance and become
exercisable as follows: a first third may be
exercised from 1 January 2013 up to and including
25 April 2016, a second third may be exercised
from 1 January 2014 up to and including 25
April 2016 and the last third may be exercised
from 1 January 2015 up to and including 25
April 2016. At the end of the exercise period,
the subscription rights that have not been
exercised automatically become null and void
A.4.e Issuance of 215,000 subscription rights and Mgmt No vote
capital increase under the condition precedent
and to the extent of the exercise of the subscription
rights: Conditional capital increase: Proposed
resolution: increasing the capital of the Company,
under the condition precedent and to the extent
of the exercise of the subscription rights,
for a maximum amount equal to the number of
subscription rights issued multiplied by their
exercise price and allocation of the issuance
premium to an account not available for distribution
A.4.f Issuance of 215,000 subscription rights and Mgmt No vote
capital increase under the condition precedent
and to the extent of the exercise of the subscription
rights: Express approval pursuant to Article
554, indent 7, of the Companies Code: Proposed
resolution: expressly approving the granting
of the above-mentioned subscription rights
to any Director of the Company who is independent
within the meaning of Article 526ter of the
Companies Code
A.4.g Issuance of 215,000 subscription rights and Mgmt No vote
capital increase under the condition precedent
and to the extent of the exercise of the subscription
rights: Powers: Proposed resolution: granting
powers to two Directors acting jointly to have
recorded by notarial deed the exercise of the
subscription rights, the corresponding increase
of the capital, the number of new shares issued,
the resulting modification to the articles
of association and the allocation of the issuance
premium to an account not available for distribution
B.1 Management report by the Board of Directors Non-Voting No vote
on the accounting year ended on 31 December
2010
B.2 Report by the statutory auditor on the accounting Non-Voting No vote
year ended on 31 December 2010
B.3 Communication of the consolidated annual accounts Non-Voting No vote
relating to the accounting year ended on 31
December 2010, as well as the management report
by the Board of Directors and the report by
the statutory auditor on the consolidated annual
accounts
B.4 Approval of the statutory annual accounts: Proposed Mgmt No vote
resolution: approving the statutory annual
accounts relating to the accounting year ended
on 31 December 2010, including the following
allocation of the result: Profit of the accounting
year: EUR 53,198, Profit carried forward from
the preceding accounting year: EUR 7,018,197,
Result to be allocated: EUR 7,071,395, Deduction
for the unavailable reserve: - EUR 68, Gross
dividend for the shares (*): EUR 1,275,707,
Balance of carried forward profit: EUR 5,795,620,
(*) On a per share basis, this represents a
gross dividend of EUR 0.8, giving right to
a dividend net of Belgian withholding tax of
EUR 0.6 per share (in case of 25% Belgian withholding
tax), of EUR 0.68 per share (in case of 15%
Belgian withholding tax) and of EUR 0.8 per
share (in case of exemption from Belgian withholding
tax). Such amount may fluctuate depending on
the number of own shares held by the Company
on the dividend payment date. The dividend
will be payable as from 02 May 2011
B.5 Discharge to the Directors: Proposed resolution: Mgmt No vote
granting discharge to the Directors for the
performance of their duties during the accounting
year ended on 31 December 2010
B.6 Discharge to the statutory auditor: Proposed Mgmt No vote
resolution: granting discharge to the statutory
auditor for the performance of his duties during
the accounting year ended on 31 December 2010.
B.7 Acknowledgment of the end of the mandate as Non-Voting No vote
director of Mr. Arnoud de Pret, Mr. Jean-Luc
Dehaene and Mr. August Busch IV.
B.8.a Appointment of directors: Proposed resolution: Mgmt No vote
renewing the appointment as director of Mr.
St fan Descheemaeker, for a period of four
years ending after the shareholders' meeting
which will be asked to approve the accounts
for the year 2014
B.8.b Proposed resolution: appointing as director Mgmt No vote
Mr. Paul Cornet de Ways Ruart, for a period
of four years ending after the shareholders'
meeting which will be asked to approve the
accounts for the year 2014. Mr. Paul Cornet
is a Belgian citizen. He is a Commercial Engineer
Cum Laude from the Catholic University of Louvain
(1991) and holds an MBA with Dean's Honour
from the University of Chicago (1996) with
concentration in Finance. He is currently working
for Yahoo! EMEA where he is Chief of Staff
and Senior Financial Director responsible for
Corporate Development and Audience. Before
Yahoo!, Mr. Cornet was the Director of Strategy
for Orange (UK mobile operator) and spent seven
years with McKinsey&Company in London and Palo
Alto (CA). He is also on the Boards of EPS,
Rayvax, Sparflex and several venture capital
backed technology companies
B.8.c Proposed resolution: renewing the appointment Mgmt No vote
as independent director of Mr. Kees Storm,
for a period of two years ending after the
shareholders' meeting which will be asked to
approve the accounts for the year 2012. The
renewal of the mandate for only two years is
in line with the Company's Corporate Governance
Charter which provides that the term of office
of directors shall end immediately after the
shareholders' meeting following their 70th
birthday. Mr. Storm complies with the functional,
family and financial criteria of independence
as provided for in Article 526ter of the Companies
Code and in the Company's Corporate Governance
Charter, except for the requirement not to
have been a non-executive director of the company
for more than three successive terms (Article
526ter, par. 1, 2 ). Except when legally required
to apply the definition of Article 526ter,
par. 1, 2 , the Board proposes to consider
that Mr. Storm continues to qualify as independent
director. The Board is of the opinion that
the quality and independence of the contribution
of Mr. Storm to the functioning of the Board
has not been influenced by the length of his
tenure. Mr. Storm has acquired a superior understanding
of the Company's business, its underlying strategy
and specific culture, in particular in his
capacity of Chairman of the Audit Committee,
and in light of his particular experience,
reputation and background it is in the Company's
best interests to renew him as an independent
director for an additional term of 2 years.
Moreover, Mr. Storm expressly stated and the
Board is of the opinion that he does not have
any relationship with any company which could
compromise his independence
B.8.d Proposed resolution: renewing the appointment Mgmt No vote
as independent director of Mr. Peter Harf,
for a period of four years ending after the
shareholders' meeting which will be asked to
approve the accounts for the year 2014. Mr.
Harf complies with the functional, family and
financial criteria of independence as provided
for in Article 526ter of the Companies Code
and in the Company's Corporate Governance Charter,
except for the requirement not to have been
a non-executive director of the company for
more than three successive terms (Article 526ter,
par. 1, 2 ). Except when legally required to
apply the definition of Article 526ter, par.
1, 2 , the Board proposes to consider that
Mr. Harf continues to qualify as independent
director. The Board is of the opinion that
the quality and independence of the contribution
of Mr. Harf to the functioning of the Board
has not been influenced by the length of his
tenure. Mr. Harf has acquired a superior understanding
of the Company's business, its underlying strategy
and specific culture, in particular in his
capacity of Chairman of the Board, and in light
of his particular experience, reputation and
background it is in the Company's best interests
to renew him as an independent director for
an additional term of 4 years. Moreover, Mr.
Harf expressly stated and the Board is of the
opinion that he does not have any relationship
with any company which could compromise his
independence
B.8.e Proposed resolution: appointing as independent Mgmt No vote
director Mr. Olivier Goudet, for a period of
four years ending after the shareholders' meeting
which will be asked to approve the accounts
for the year 2014. Mr. Olivier Goudet is a
French citizen. He is Executive Vice President
and Chief Financial Officer of Mars, Incorporated.
He joined Mars in 1990, serving on the finance
team of the French business. After six years,
he left Mars to join the VALEO Group, where
he held several senior executive positions.
In 1998, he returned to Mars, where he became
Chief Financial Officer in 2004. In 2008, his
role was broadened to the position of Executive
Vice President and CFO. Mr. Goudet is also
a director of the Wm. Wrigley Jr. Company,
Mars' gum and confections subsidiary, where
Berkshire Hathaway is a minority investor.
He holds a degree in engineering from l'Ecole
Centrale de Paris and graduated from the ESSEC
Business School in Paris with a major in finance.
Mr. Goudet complies with the functional, family
and financial criteria of independence as provided
for in Article 526ter of the Companies Code
and in the Company's Corporate Governance Charter.
Moreover, Mr. Goudet expressly stated and the
Board is of the opinion that he does not have
any relationship with any company which could
compromise his independence
B.9.a Proposed resolution: approving the Remuneration Mgmt No vote
report for the financial year 2010 as set out
in the 2010 annual report, including the executive
remuneration policy. Such policy provides for
the possibility of granting variable compensation
in the form of shares that are immediately
vested, subject to a five-year blocking period.
In addition, the executive remuneration policy
provides that the Company may also grant matching
shares (in the form of restricted stock units)
and stock options, the value of which can exceed
25% of the annual remuneration and which vest
after a period of five years but without being
subject to a specific performance test. Special
forfeiture rules apply to matching shares and
stock options in case of termination of service
before the end of the five-year vesting period.
The 2010 annual report and remuneration report
containing the executive remuneration policy,
can be reviewed as indicated at the end of
this notice
B.9.b Proposed resolution: confirming the specified Mgmt No vote
grants of stock options and restricted stock
units to executives: a) Confirmation, for US
law purposes, of two new programs launched
in November 2010 under the Company's Long Term
Incentive Stock Options Plan, allowing for
the offer, over a period of 10 years, of (i)
stock options on a maximum of 5,000,000 ordinary
shares of the Company and (ii) stock options
on a maximum of 5,000,000 American Depositary
Shares (ADSs) of the Company, all of which
can be granted to employees of the Company
and/or its majority owned subsidiaries in the
form of Incentive Stock Options (ISOs) pursuant
to Sections 421 and 422 of the US Internal
Revenue Code of 1986, as amended. Each stock
option gives the recipient the right to purchase
one existing share in the Company listed on
Euronext Brussels or one existing American
Depositary Share of the Company traded on the
New York Stock Exchange. The exercise price
of each stock option corresponds to the fair
value of the Company share or of the ADS at
the time of granting of the options. b) Confirmation
of three specific Long Term Restricted Stock
Unit Programs i. a program allowing for the
offer of restricted stock units to certain
employees in certain specific circumstances
at the discretion of the Chief Executive Officer
of Anheuser-Busch InBev e.g. to compensate
for assignments of expatriates to certain specific
countries. Each restricted stock unit will
vest only after a five-year vesting period
without performance test. In case of termination
of service before the vesting date, special
forfeiture rules apply. Confirmation of the
hardship grant of approximately 120,000 restricted
stock units under the Program in 2010 to employees
of the Company and/or its majority owned subsidiaries.
ii. a program allowing for the exceptional
offer of restricted stock units to certain
employees at the discretion of the Remuneration
Committee of Anheuser-Busch InBev as a long-term
retention incentive for key employees of the
Company. The first half of the restricted stock
units vest after five years and the other half
vest only after a ten-year period. No performance
test is applied. In case of termination of
service before the vesting date, special forfeiture
rules apply. Confirmation of the grant of approximately
320,000 restricted stock units under the Program
in 2010 to employees of the Company and/or
its majority owned subsidiaries. iii. a program
allowing certain employees to purchase Company
shares at a discount aimed as a long-term retention
incentive for highpotential employees of the
Company and/or its majority owned subsidiaries,
who are at a mid-manager level. The voluntary
investment in Company shares leads to the grant
of 3 matching shares for each share invested.
The discount and matching shares are granted
in the form of restricted stock units which
vest after 5 years. In case of termination
before the vesting date, special forfeiture
rules apply
B10.a Approval of change of control provisions relating Mgmt No vote
to the Updated EMTN Programme: Proposed resolution:
approving, in accordance with Article 556 of
the Companies Code, (i) Condition 7.5 of the
Terms & Conditions (Change of Control Put)
of the EUR 15,000,000,000 updated Euro Medium
Term Note Programme dated 18 October 2010 of
the Company and Brandbrew SA (the "Issuers")
and Deutsche Bank AG., London Branch acting
as Arranger (the "Updated EMTN Programme"),
which may be applicable in the case of notes
issued under the Updated EMTN Programme and
(ii) any other provision in the Updated EMTN
Programme granting rights to third parties
which could affect the Company's assets or
could impose an obligation on the Company where
in each case the exercise of those rights is
dependent on the launch of a public take-over
bid over the shares of the Company or on a
"Change of Control" (as defined in the Terms
& Conditions of the Updated EMTN Programme)
(*). (*) Pursuant to the Updated EMTN Programme,
(a) "Change of Control" means "any person or
group of persons acting in concert (in each
case other than Stichting Anheuser-Busch InBev
or any existing direct or indirect certificate
holder or certificate holders of Stichting
Anheuser-Busch InBev) gaining Control of the
Company provided that a Change of Control shall
not be deemed to have occurred if all or substantially
all of the shareholders of the relevant person
or group of persons are, or immediately prior
to the event which would otherwise have constituted
a Change of Control were, the shareholders
of the Company with the same (or substantially
the same) pro rata interests in the share capital
of the relevant person or group of persons
as such shareholders have, or as the case may
be, had, in the share capital of the Company",
(b) "Acting in concert" means "a group of persons
who, pursuant to an agreement or understanding
(whether formal or informal), actively cooperate,
through the acquisition directly or indirectly
of shares in the Company by any of them, either
directly or indirectly, to obtain Control of
the Company", and (c) "Control" means the "direct
or indirect ownership of more than 50 per cent
of the share capital or similar rights of ownership
of the Company or the power to direct the management
and the policies of the Company whether through
the ownership of share capital, contract or
otherwise". If a Change of Control Put is specified
in the applicable Final Terms of the notes,
Condition 7.5 of the Terms & Conditions of
the Updated EMTN Programme grants, to any noteholder,
in essence, the right to request the redemption
of his notes at the redemption amount specified
in the Final Terms of the notes, together,
if appropriate, with interest accrued upon
the occurrence of a Change of Control and a
related downgrade in the notes to sub-investment
grade
B10.b Approval of change of control provisions relating Mgmt No vote
to the US Dollar notes: Proposed resolution:
approving, in accordance with Article 556 of
the Companies Code, (i) the Change of Control
clause of the USD 3,250,000,000 notes issued
on 29 and 26 March 2010, consisting of USD
1,000,000,000 2.50% notes due 2013, USD 750,000,000
3.625% notes due 2015, USD 1,000,000,000 5.00%
notes due 2020 and USD 500,000,000 Floating
Rate Notes due 2013 (the "Unregistered Notes
issued in March 2010"), (ii) the Change of
Control clause of the USD 3,250,000,000 registered
notes issued in September 2010, consisting
of USD 1,000,000,000 2.50% notes due 2013,
USD 750,000,000 3.625% notes due 2015, USD
1,000,000,000 5.00% notes due 2020 and USD
500,000,000 Floating Rate Notes due 2013, issued
in exchange for corresponding amounts of the
corresponding unregistered notes issued in
March 2010, in accordance with a US Form F-4
Registration Statement pursuant to an exchange
offer launched by Anheuser-Busch InBev Worldwide
Inc. in the U.S. on 5 August 2010 and expired
on 2 September 2010 (the "Registered Notes
issued in September 2010"), (iii) the Change
of Control clause of the USD 8,000,000,000
registered notes issued in March 2011, consisting
of USD 1,250,000,000 7.20% notes due 2014,
USD 2,500,000,000 7.75% notes due 2019 and
USD 1,250,000,000 8.20% notes due 2039, USD
1,550,000,000 5.375% notes due 2014, USD 1,000,000,000
6.875% notes due 2019 and USD 450,000,000 8.00%
notes due 2039, each issued in exchange for
corresponding amounts of the corresponding
unregistered notes issued in January 2009 and
of the corresponding unregistered notes issued
in May 2009, in accordance with a US Form F-4
Registration Statement pursuant to an exchange
offer launched by Anheuser-Busch InBev Worldwide
Inc. in the U.S. on 11 February 2011 and expired
on 14 March 2011 (the "Registered Notes issued
in March 2011"), whereby each of the Unregistered
Notes issued in March 2010, the Registered
Notes issued in September 2010 and the Registered
Notes issued in March 2011 are issued by Anheuser-Busch
InBev Worldwide Inc. (with an unconditional
and irrevocable guarantee as to payment of
principal and interest from the Company) and
(iv) any other provision applicable to the
Unregistered Notes issued in March 2010, the
Registered Notes issued in September 2010 and
the Registered Notes issued in March 2011 granting
rights to third parties which could affect
the Company's assets or could impose an obligation
on the Company where in each case the exercise
of those rights is dependent on the launch
of a public take-over bid over the shares of
the Company or on a "Change of Control" (as
defined in the Offering Memorandum with respect
to the unregistered notes, as the case may
be, and in the Registration Statement with
respect to the registered notes) (*). (*) (a)
"Change of Control" means "any person or group
of persons acting in concert (in each case
other than Stichting Anheuser-Busch InBev or
any existing direct or indirect certificate
holder or certificate holders of Stichting
Anheuser-Busch InBev) gaining Control of the
Company provided that a Change of Control shall
not be deemed to have occurred if all or substantially
all of the shareholders of the relevant person
or group of persons are, or immediately prior
to the event which would otherwise have constituted
a Change of Control were, the shareholders
of the Company with the same (or substantially
the same) pro rata interests in the share capital
of the relevant person or group of persons
as such shareholders have, or as the case may
be, had, in the share capital of the Company",
(b) "Acting in concert" means "a group of persons
who, pursuant to an agreement or understanding
(whether formal or informal), actively cooperate,
through the acquisition directly or indirectly
of shares in the Company by any of them, either
directly or indirectly, to obtain Control of
the Company", and (c) "Control" means the "direct
or indirect ownership of more than 50 per cent
of the share capital or similar rights of ownership
of the Company or the power to direct the management
and the policies of the Company whether through
the ownership of share capital, contract or
otherwise". The Change of Control clause grants
to any noteholder, in essence, the right to
request the redemption of his notes at a repurchase
price in cash of 101% of their principal amount
(plus interest accrued) upon the occurrence
of a Change of Control and a related downgrade
in the notes to sub-investment grade
B10.c Approval of change of control provisions relating Mgmt No vote
to the notes issued under Anheuser-Busch InBev's
Shelf Registration Statement filed in the United
States on Form F-3: Proposed resolution: approving,
in accordance with Article 556 of the Companies
Code, (i) the Change of Control clause of the
Brazilian real ("BRL") 750,000,000 9.750% registered
notes issued on 17 November 2010 by Anheuser-Busch
InBev Worldwide Inc. under Anheuser-Busch InBev's
Shelf Registration Statement filed on Form
F-3 on 21 September 2010 (with an unconditional
and irrevocable guarantee as to payment of
principal and interest from the Company) and
(ii) any other provision applicable to the
registered notes granting rights to third parties
which could affect the Company's assets or
could impose an obligation on the Company where
in each case the exercise of those rights is
dependent on the launch of a public take-over
bid over the shares of the Company or on a
"Change of Control" (as defined in the Prospectus
Supplement dated 9 November 2010 to the Prospectus
dated 21 September 2010). (a) "Change of Control"
means "any person or group of persons acting
in concert (in each case other than Stichting
Anheuser-Busch InBev or any existing direct
or indirect certificate holder or certificate
holders of Stichting Anheuser-Busch InBev)
gaining Control of the Company provided that
a Change of Control shall not be deemed to
have occurred if all or substantially all of
the shareholders of the relevant person or
group of persons are, or immediately prior
to the event which would otherwise have constituted
a Change of Control were, the shareholders
of the Company with the same (or substantially
the same) pro rata interests in the share capital
of the relevant person or group of persons
as such shareholders have, or as the case may
be, had, in the share capital of the Company",
(b) "Acting in concert" means "a group of persons
who, pursuant to an agreement or understanding
(whether formal or informal), actively cooperate,
through the acquisition directly or indirectly
of shares in the Company by any of them, either
directly or indirectly, to obtain Control of
the Company", and (c) "Control" means the "direct
or indirect ownership of more than 50 per cent
of the share capital or similar rights of ownership
of the Company or the power to direct the management
and the policies of the Company whether through
the ownership of share capital, contract or
otherwise". The Change of Control clause grants
to any noteholder, in essence, the right to
request the redemption of his notes at a repurchase
price in cash of 101% of their principal amount
(plus interest accrued) upon the occurrence
of a Change of Control and a related downgrade
in the notes to sub-investment grade
B10.d Approval of change of control provisions relating Mgmt No vote
to the CAD Dollar notes issued via a Canadian
Private Placement: Proposed resolution: approving,
in accordance with Article 556 of the Companies
Code, (i) the Change of Control clause of the
CAD 600,000,000 3.65% notes due 2016 issued
on 8 December 2010 via a Canadian Private Placement
by Anheuser-Busch InBev Worldwide Inc. (with
an unconditional and irrevocable guarantee
as to payment of principal and interest from
the Company) and (ii) any other provision applicable
to the notes granting rights to third parties
which could affect the Company's assets or
could impose an obligation on the Company where
in each case the exercise of those rights is
dependent on the launch of a public take-over
bid over the shares of the Company or on a
"Change of Control" (as defined in the Offering
Memorandum dated 8 December 2010). AB_INBEV_form_vote_110426_EN.doc
(a) "Change of Control" means "any person or
group of persons acting in concert (in each
case other than Stichting Anheuser-Busch InBev
or any existing direct or indirect certificate
holder or certificate holders of Stichting
Anheuser-Busch InBev) gaining Control of the
Company provided that a Change of Control shall
not be deemed to have occurred if all or substantially
all of the shareholders of the relevant person
or group of persons are, or immediately prior
to the event which would otherwise have constituted
a Change of Control were, the shareholders
of the Company with the same (or substantially
the same) pro rata interests in the share capital
of the relevant person or group of persons
as such shareholders have, or as the case may
be, had, in the share capital of the Company",
(b) "Acting in concert" means "a group of persons
who, pursuant to an agreement or understanding
(whether formal or informal), actively cooperate,
through the acquisition directly or indirectly
of shares in the Company by any of them, either
directly or indirectly, to obtain Control of
the Company", and (c) "Control" means the "direct
or indirect ownership of more than 50 per cent
of the share capital or similar rights of ownership
of the Company or the power to direct the management
and the policies of the Company whether through
the ownership of share capital, contract or
otherwise". The Change of Control clause grants
to any noteholder, in essence, the right to
request the redemption of his notes at a repurchase
price in cash of 101% of their principal amount
(plus interest accrued) upon the occurrence
of a Change of Control and a related downgrade
in the notes to sub-investment grade
C Proposed resolution: granting powers to Mr. Mgmt No vote
Benoit Loore, VP Legal Corporate, with power
to substitute and without prejudice to other
delegations of powers to the extent applicable,
for (i) the acknowledgment of the realisation
of the condition precedent referred to under
A.3 (a) above, (ii) the restatements of the
articles of association as a result of all
changes referred to above, the signing of the
restated articles of association and their
filings with the clerk's office of the Commercial
Court of Brussels, (iii) the filing with the
same clerk's office of the resolutions referred
under item B.10 above and (iv) any other filings
and publication formalities in relation to
the above resolutions
PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION Non-Voting No vote
IN THE TEXT OF THE RESOLUTION C.IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
ANNALY CAPITAL MANAGEMENT, INC. Agenda Number: 933416528
--------------------------------------------------------------------------------------------------------------------------
Security: 035710409
Meeting Type: Annual
Meeting Date: 23-Jun-2011
Ticker: NLY
ISIN: US0357104092
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A NOT VALID-VOTING ON DIRECTORS HAS ALREADY CLOSED. Mgmt For For
ANY VOTES ON THIS PROPOSAL WILL NOT BE COUNTED
1B NOT VALID-VOTING ON DIRECTORS HAS ALREADY CLOSED. Mgmt Against Against
ANY VOTES ON THIS PROPOSAL WILL NOT BE COUNTED
1C NOT VALID-VOTING ON DIRECTORS HAS ALREADY CLOSED. Mgmt For For
ANY VOTES ON THIS PROPOSAL WILL NOT BE COUNTED
02 A PROPOSAL TO AMEND OUR CHARTER TO INCREASE Mgmt For For
THE NUMBER OF AUTHORIZED SHARES TO 2,000,000,000
SHARES.
03 NOT VALID-VOTING ON THIS PROPOSAL HAS ALREADY Mgmt For For
CLOSED. ANY VOTES ON THIS PROPOSAL GOING FORWARD
WILL NOT BE COUNTED
04 NOT VALID-VOTING ON THIS PROPOSAL HAS ALREADY Mgmt 1 Year Against
CLOSED. ANY VOTES ON THIS PROPOSAL GOING FORWARD
WILL NOT BE COUNTED
05 NOT VALID-VOTING ON THIS PROPOSAL HAS ALREADY Mgmt For For
CLOSED. ANY VOTES ON THIS PROPOSAL GOING FORWARD
WILL NOT BE COUNTED
--------------------------------------------------------------------------------------------------------------------------
APPLE INC. Agenda Number: 933364755
--------------------------------------------------------------------------------------------------------------------------
Security: 037833100
Meeting Type: Annual
Meeting Date: 23-Feb-2011
Ticker: AAPL
ISIN: US0378331005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM V. CAMPBELL Mgmt For For
MILLARD S. DREXLER Mgmt For For
ALBERT A. GORE, JR. Mgmt For For
STEVEN P. JOBS Mgmt For For
ANDREA JUNG Mgmt For For
ARTHUR D. LEVINSON Mgmt For For
RONALD D. SUGAR Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2011.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
04 ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY Mgmt 1 Year For
VOTE ON EXECUTIVE COMPENSATION.
05 SHAREHOLDER PROPOSAL REGARDING SUCCESSION PLANNING, Shr For Against
IF PROPERLY PRESENTED AT THE MEETING.
06 SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTING, Shr Against For
IF PROPERLY PRESENTED AT THE MEETING.
--------------------------------------------------------------------------------------------------------------------------
AUSTRALIA & NEW ZEALAND BANKING GROUP LTD, MELBOURNE VIC Agenda Number: 702711741
--------------------------------------------------------------------------------------------------------------------------
Security: Q09504137
Meeting Type: AGM
Meeting Date: 17-Dec-2010
Ticker:
ISIN: AU000000ANZ3
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
cmmt VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting No vote
PROPOSAL 4 AND VOTES CAST BY ANY INDIVIDUAL
OR RELATED PARTY WHO BENEFIT FROM THE PASSING
OF THE PROPOSAL/S WILL BE DISREGARDED BY THE
COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT
OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD
NOT VOTE (OR VOTE "ABSTAIN") ON THE RELEVANT
PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE
THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO
OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT
PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSAL
(4), YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED
BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY
THE PASSING OF THE RELEVANT PROPOSAL/S AND
YOU COMPLY WITH THE VOTING EXCLUSION.
cmmt PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 755026 DUE TO DUE TO CHANGE IN VOTING STATUS
OF RESOLUTION 5.C. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AND YOU
WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU
2 Modification of the Constitution Mgmt For For
3 Adoption of the Remuneration Report Mgmt For For
4 Grant of Performance Rights to Mr. Michael Smith Mgmt For For
5.a To re-elect Dr G. J. Clark as a Director Mgmt For For
5.b To re-elect Mr. D. E. Meiklejohn as a Director Mgmt For For
5.c PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: To elect Mr. R. J. Reeves as a Director
5.d To re-elect Mr. I. J. Macfarlane as a Director Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
BASF SE Agenda Number: 702877929
--------------------------------------------------------------------------------------------------------------------------
Security: D06216317
Meeting Type: AGM
Meeting Date: 06-May-2011
Ticker:
ISIN: DE000BASF111
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC Non-Voting No vote
CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC
ITEMS OF THE AGENDA FOR THE GENERAL MEETING
YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING
RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS
REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT
COMPLIED WITH ANY OF YOUR MANDATORY VOTING
RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN
SECURITIES TRADING ACT (WHPG). SHOULD YOU HAVE
ANY QUESTIONS OR DOUBTS IN THIS REGARD, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT THIS ISSUE CAN BE CLARIFIED. IF YOU
DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT
OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.
PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting No vote
DEPENDING ON SOME SUBCUSTODIANS' PROCESSING
IN THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 21.04.2011. Non-Voting No vote
FURTHER INFORMATION ON COUNTER PROPOSALS CAN
BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE
REFER TO THE MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR
SHARES DIRECTLY AT THE COMPANY'S MEETING.
1. Presentation of the Financial Statements of Non-Voting No vote
BASF SE and the BASF Group for the financial
year 2010; presentation of the Management's
analyses of BASF SE and the BASF Group for
the financial year 2010 including the explanatory
reports on the data according to Section 289
(4) and Section 315 (4) of the German Commercial
Code; presentation of the Report of the Supervisory
Board
2. Adoption of a resolution on the appropriation Mgmt For For
of profit
3. Adoption of a resolution giving formal approval Mgmt For For
to the actions of the members of the Supervisory
Board
4. Adoption of a resolution giving formal approval Mgmt For For
to the actions of the members of the Board
of Executive Directors
5. Election of the auditor for the financial year Mgmt For For
2011
6. By-election to the Supervisory Board: Ms. Anke Mgmt For For
Schaeferkordt
7. Adoption of a resolution on the change of the Mgmt For For
remuneration of the Audit Committee of the
Supervisory Board and the corresponding amendment
of the Statutes
8. Approval of a control and profit and loss transfer Mgmt For For
agreement between BASF SE and Styrolution GmbH
9. Approval of a control and profit and loss transfer Mgmt For For
agreement between BASF SE and BASF US Verwaltung
GmbH
--------------------------------------------------------------------------------------------------------------------------
BHP BILLITON LIMITED Agenda Number: 933334651
--------------------------------------------------------------------------------------------------------------------------
Security: 088606108
Meeting Type: Annual
Meeting Date: 16-Nov-2010
Ticker: BHP
ISIN: US0886061086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO RECEIVE THE 2010 FINANCIAL STATEMENTS AND Mgmt For For
REPORTS FOR BHP BILLITON LIMITED AND BHP BILLITON
PLC
02 TO RE-ELECT DR JOHN BUCHANAN AS A DIRECTOR OF Mgmt For For
BHP BILLITON LIMITED AND BHP BILLITON PLC
03 TO RE-ELECT MR DAVID CRAWFORD AS A DIRECTOR Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON PLC
04 TO RE-ELECT MR KEITH RUMBLE AS A DIRECTOR OF Mgmt For For
BHP BILLITON LIMITED AND BHP BILLITON PLC
05 TO RE-ELECT DR JOHN SCHUBERT AS A DIRECTOR OF Mgmt For For
BHP BILLITON LIMITED AND BHP BILLITON PLC
06 TO RE-ELECT MR JACQUES NASSER AS A DIRECTOR Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON PLC
07 TO ELECT MR MALCOLM BROOMHEAD AS A DIRECTOR Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON PLC
08 TO ELECT MS CAROLYN HEWSON AS A DIRECTOR OF Mgmt For For
BHP BILLITON LIMITED AND BHP BILLITON PLC
09 TO REAPPOINT KPMG AUDIT PLC AS THE AUDITOR OF Mgmt For For
BHP BILLITON PLC
10 TO RENEW THE GENERAL AUTHORITY TO ISSUE SHARES Mgmt For For
IN BHP BILLITON PLC
11 TO APPROVE THE AUTHORITY TO ISSUE SHARES IN Mgmt For For
BHP BILLITON PLC FOR CASH
12 TO APPROVE THE REPURCHASE OF SHARES IN BHP BILLITON Mgmt For For
PLC
13 TO APPROVE THE 2010 REMUNERATION REPORT Mgmt For For
14 TO APPROVE AMENDMENTS TO THE LONG TERM INCENTIVE Mgmt For For
PLAN
15 TO APPROVE THE GRANT OF AWARDS TO MR MARIUS Mgmt For For
KLOPPERS UNDER THE GIS AND THE LTIP
16 TO APPROVE AMENDMENTS TO THE CONSTITUTION OF Mgmt For For
BHP BILLITON LIMITED
17 TO APPROVE AMENDMENTS TO THE ARTICLES OF ASSOCIATION Mgmt For For
OF BHP BILLITON PLC
--------------------------------------------------------------------------------------------------------------------------
BRITISH AMERN TOB PLC Agenda Number: 702877640
--------------------------------------------------------------------------------------------------------------------------
Security: G1510J102
Meeting Type: AGM
Meeting Date: 28-Apr-2011
Ticker:
ISIN: GB0002875804
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receipt of the 2010 Report and Accounts Mgmt For For
2 Approval of the 2010 Remuneration Report Mgmt For For
3 Declaration of the final dividend for 2010 Mgmt For For
4 To re-appoint PricewaterhouseCoopers LLP as Mgmt For For
the companies auditors
5 Authority for the Directors to agree the Auditors' Mgmt For For
remuneration
6 Re-election of Richard Burrows as a Director Mgmt For For
(N)
7 Re-election of Karen de Segundo as a Director Mgmt For For
(C, N, R)
8 Re-election of Nicandro Durante as a Director Mgmt For For
9 Re-election of Robert Lerwill as a Director Mgmt For For
(A, N, R)
10 Re-election of Christine Morin-Postel as a Director Mgmt For For
(A, N, R)
11 Re-election of Gerry Murphy as a Director (C, Mgmt For For
N, R)
12 Re-election of Anthony Ruys as a Director (A, Mgmt For For
N, R)
13 Re-election of Sir Nicholas Scheele as a Director Mgmt For For
(A, N, R)
14 Re-election of Ben Stevens as a Director Mgmt For For
15 Election of John Daly as a Director who has Mgmt For For
been appointed since the last Annual General
Meeting
16 Election of Kieran Poynter as a Director (C, Mgmt For For
N) who has been appointed Since the last Annual
General Meeting
17 Renewal of the Directors' authority to allot Mgmt For For
shares
18 Renewal of the Directors' authority to disapply Mgmt For For
pre-emption rights
19 Authority for the Company to purchase its own Mgmt For For
shares
20 Authority to amend the British American Tobacco Mgmt Against Against
2007 Long Term Incentive Plan
21 Notice period for General Meetings Mgmt For For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF AUDITOR NAME IN RESOLUTION 4. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
CARNIVAL CORPORATION Agenda Number: 933376596
--------------------------------------------------------------------------------------------------------------------------
Security: 143658300
Meeting Type: Annual
Meeting Date: 13-Apr-2011
Ticker: CCL
ISIN: PA1436583006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO RE-ELECT MICKY ARISON AS A DIRECTOR OF CARNIVAL Mgmt For For
CORPORATION AND CARNIVAL PLC.
02 TO RE-ELECT SIR JONATHON BAND AS A DIRECTOR Mgmt For For
OF CARNIVAL CORPORATION AND CARNIVAL PLC.
03 TO RE-ELECT ROBERT H. DICKINSON AS A DIRECTOR Mgmt For For
OF CARNIVAL CORPORATION AND CARNIVAL PLC.
04 TO RE-ELECT ARNOLD W. DONALD AS A DIRECTOR OF Mgmt For For
CARNIVAL CORPORATION AND CARNIVAL PLC.
05 TO RE-ELECT PIER LUIGI FOSCHI AS A DIRECTOR Mgmt For For
OF CARNIVAL CORPORATION AND CARNIVAL PLC.
06 TO RE-ELECT HOWARD S. FRANK AS A DIRECTOR OF Mgmt For For
CARNIVAL CORPORATION AND CARNIVAL PLC.
07 TO RE-ELECT RICHARD J. GLASIER AS A DIRECTOR Mgmt For For
OF CARNIVAL CORPORATION AND CARNIVAL PLC.
08 TO RE-ELECT MODESTO A. MAIDIQUE AS A DIRECTOR Mgmt For For
OF CARNIVAL CORPORATION AND CARNIVAL PLC.
09 TO RE-ELECT SIR JOHN PARKER AS A DIRECTOR OF Mgmt For For
CARNIVAL CORPORATION AND CARNIVAL PLC.
10 TO RE-ELECT PETER G. RATCLIFFE AS A DIRECTOR Mgmt For For
OF CARNIVAL CORPORATION AND CARNIVAL PLC.
11 TO RE-ELECT STUART SUBOTNICK AS A DIRECTOR OF Mgmt For For
CARNIVAL CORPORATION AND CARNIVAL PLC.
12 TO RE-ELECT LAURA WEIL AS A DIRECTOR OF CARNIVAL Mgmt For For
CORPORATION AND CARNIVAL PLC.
13 TO RE-ELECT RANDALL J. WEISENBURGER AS A DIRECTOR Mgmt For For
OF CARNIVAL CORPORATION AND CARNIVAL PLC.
14 TO RE-ELECT UZI ZUCKER AS A DIRECTOR OF CARNIVAL Mgmt For For
CORPORATION AND CARNIVAL PLC.
15 TO RE-APPOINT THE UK FIRM OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT AUDITORS FOR CARNIVAL PLC
AND TO RATIFY THE SELECTION OF THE U.S. FIRM
OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
FOR CARNIVAL CORPORATION.
16 TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL Mgmt For For
PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT
AUDITORS OF CARNIVAL PLC.
17 TO RECEIVE THE UK ACCOUNTS AND REPORTS OF THE Mgmt For For
DIRECTORS AND AUDITORS OF CARNIVAL PLC FOR
THE YEAR ENDED NOVEMBER 30, 2010.
18 TO APPROVE THE FISCAL 2010 COMPENSATION OF THE Mgmt For For
NAMED EXECUTIVE OFFICERS OF CARNIVAL CORPORATION
& PLC.
19 TO DETERMINE HOW FREQUENTLY THE SHAREHOLDERS Mgmt 1 Year For
OF CARNIVAL CORPORATION & PLC SHOULD BE PROVIDED
WITH A NON-BINDING ADVISORY VOTE REGARDING
THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
OF CARNIVAL CORPORATION & PLC.
20 TO APPROVE THE CARNIVAL PLC DIRECTORS' REMUNERATION Mgmt For For
REPORT FOR THE YEAR ENDED NOVEMBER 30, 2010.
21 TO APPROVE THE GIVING OF AUTHORITY FOR THE ALLOTMENT Mgmt For For
OF NEW SHARES BY CARNIVAL PLC.
22 TO APPROVE THE DISAPPLICATION OF PRE-EMPTION Mgmt For For
RIGHTS IN RELATION TO THE ALLOTMENT OF NEW
SHARES BY CARNIVAL PLC.
23 TO APPROVE A GENERAL AUTHORITY FOR CARNIVAL Mgmt For For
PLC TO BUY BACK CARNIVAL PLC ORDINARY SHARES
IN THE OPEN MARKET.
24 TO APPROVE THE CARNIVAL CORPORATION 2011 STOCK Mgmt For For
PLAN.
--------------------------------------------------------------------------------------------------------------------------
CHEVRON CORPORATION Agenda Number: 933419687
--------------------------------------------------------------------------------------------------------------------------
Security: 166764100
Meeting Type: Annual
Meeting Date: 25-May-2011
Ticker: CVX
ISIN: US1667641005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: L.F. DEILY Mgmt For For
1B ELECTION OF DIRECTOR: R.E. DENHAM Mgmt For For
1C ELECTION OF DIRECTOR: R.J. EATON Mgmt For For
1D ELECTION OF DIRECTOR: C. HAGEL Mgmt For For
1E ELECTION OF DIRECTOR: E. HERNANDEZ Mgmt For For
1F ELECTION OF DIRECTOR: G.L. KIRKLAND Mgmt For For
1G ELECTION OF DIRECTOR: D.B. RICE Mgmt For For
1H ELECTION OF DIRECTOR: K.W. SHARER Mgmt For For
1I ELECTION OF DIRECTOR: C.R. SHOEMATE Mgmt For For
1J ELECTION OF DIRECTOR: J.G. STUMPF Mgmt For For
1K ELECTION OF DIRECTOR: R.D. SUGAR Mgmt For For
1L ELECTION OF DIRECTOR: C. WARE Mgmt For For
1M ELECTION OF DIRECTOR: J.S. WATSON Mgmt For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM.
03 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. Mgmt For For
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For
VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION.
05 INDEPENDENT DIRECTOR WITH ENVIRONMENTAL EXPERTISE. Shr Against For
06 HUMAN RIGHTS COMMITTEE. Shr Against For
07 SUSTAINABILITY METRIC FOR EXECUTIVE COMPENSATION. Shr Against For
08 GUIDELINES FOR COUNTRY SELECTION. Shr For Against
09 FINANCIAL RISKS FROM CLIMATE CHANGE. Shr Against For
10 HYDRAULIC FRACTURING. Shr Against For
11 OFFSHORE OIL WELLS. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
CMS ENERGY CORPORATION Agenda Number: 933416489
--------------------------------------------------------------------------------------------------------------------------
Security: 125896100
Meeting Type: Annual
Meeting Date: 20-May-2011
Ticker: CMS
ISIN: US1258961002
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MERRIBEL S. AYRES Mgmt For For
JON E. BARFIELD Mgmt For For
STEPHEN E. EWING Mgmt For For
RICHARD M. GABRYS Mgmt For For
DAVID W. JOOS Mgmt For For
PHILIP R. LOCHNER, JR. Mgmt For For
MICHAEL T. MONAHAN Mgmt For For
JOHN G. RUSSELL Mgmt For For
KENNETH L. WAY Mgmt For For
JOHN B. YASINSKY Mgmt For For
02 ADVISORY VOTE ON THE COMPENSATION OF THE EXECUTIVE Mgmt For For
OFFICERS.
03 ADVISORY VOTE ON THE FREQUENCY OF A SHAREHOLDER Mgmt 1 Year For
ADVISORY VOTE ON EXECUTIVE COMPENSATION.
04 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM (PRICEWATERHOUSECOOPERS LLP).
05 SHAREHOLDER PROPOSAL - FINANCIAL RISKS OF RELIANCE Shr Against For
ON COAL.
--------------------------------------------------------------------------------------------------------------------------
CONOCOPHILLIPS Agenda Number: 933398732
--------------------------------------------------------------------------------------------------------------------------
Security: 20825C104
Meeting Type: Annual
Meeting Date: 11-May-2011
Ticker: COP
ISIN: US20825C1045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: RICHARD L. ARMITAGE Mgmt For For
1B ELECTION OF DIRECTOR: RICHARD H. AUCHINLECK Mgmt For For
1C ELECTION OF DIRECTOR: JAMES E. COPELAND, JR. Mgmt For For
1D ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN Mgmt For For
1E ELECTION OF DIRECTOR: RUTH R. HARKIN Mgmt For For
1F ELECTION OF DIRECTOR: HAROLD W. MCGRAW III Mgmt For For
1G ELECTION OF DIRECTOR: JAMES J. MULVA Mgmt For For
1H ELECTION OF DIRECTOR: ROBERT A. NIBLOCK Mgmt For For
1I ELECTION OF DIRECTOR: HARALD J. NORVIK Mgmt For For
1J ELECTION OF DIRECTOR: WILLIAM K. REILLY Mgmt For For
1K ELECTION OF DIRECTOR: VICTORIA J. TSCHINKEL Mgmt For For
1L ELECTION OF DIRECTOR: KATHRYN C. TURNER Mgmt For For
1M ELECTION OF DIRECTOR: WILLIAM E. WADE, JR. Mgmt For For
02 PROPOSAL TO RATIFY APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2011.
03 ADVISORY APPROVAL OF EXECUTIVE COMPENSATION. Mgmt Against Against
04 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE Mgmt 1 Year
ON EXECUTIVE COMPENSATION.
05 APPROVAL OF 2011 OMNIBUS STOCK AND PERFORMANCE Mgmt For For
INCENTIVE PLAN.
06 GENDER EXPRESSION NON-DISCRIMINATION. Shr Against For
07 POLITICAL CONTRIBUTIONS. Shr Against For
08 REPORT ON GRASSROOTS LOBBYING EXPENDITURES. Shr Against For
09 ACCIDENT RISK MITIGATION. Shr Against For
10 COMPANY ENVIRONMENTAL POLICY (LOUISIANA WETLANDS). Shr Against For
11 GREENHOUSE GAS REDUCTION TARGETS. Shr Against For
12 REPORT ON FINANCIAL RISKS FROM CLIMATE CHANGE. Shr Against For
13 CANADIAN OIL SANDS. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
COVIDIEN PLC Agenda Number: 933367701
--------------------------------------------------------------------------------------------------------------------------
Security: G2554F105
Meeting Type: Annual
Meeting Date: 15-Mar-2011
Ticker: COV
ISIN: IE00B3QN1M21
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: CRAIG ARNOLD Mgmt For For
1B ELECTION OF DIRECTOR: ROBERT H. BRUST Mgmt For For
1C ELECTION OF DIRECTOR: JOHN M. CONNORS, JR. Mgmt For For
1D ELECTION OF DIRECTOR: CHRISTOPHER J. COUGHLIN Mgmt For For
1E ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE Mgmt For For
1F ELECTION OF DIRECTOR: KATHY J. HERBERT Mgmt For For
1G ELECTION OF DIRECTOR: RANDALL J. HOGAN, III Mgmt For For
1H ELECTION OF DIRECTOR: RICHARD J. MEELIA Mgmt For For
1I ELECTION OF DIRECTOR: DENNIS H. REILLEY Mgmt For For
1J ELECTION OF DIRECTOR: TADATAKA YAMADA Mgmt For For
1K ELECTION OF DIRECTOR: JOSEPH A. ZACCAGNINO Mgmt For For
02 APPOINT THE INDEPENDENT AUDITORS AND AUTHORIZE Mgmt For For
THE AUDIT COMMITTEE TO SET THE AUDITORS' REMUNERATION.
03 EFFECT A ONE-FOR-ONE HUNDRED REVERSE SPLIT FOLLOWED Mgmt For For
BY A ONE HUNDRED-FOR-ONE FORWARD SPLIT OF THE
COMPANY'S ORDINARY SHARES.
04 AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. Mgmt For For
05 AN ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE Mgmt 1 Year Against
COMPENSATION VOTES.
--------------------------------------------------------------------------------------------------------------------------
DEUTSCHE TELEKOM AG, BONN Agenda Number: 702916199
--------------------------------------------------------------------------------------------------------------------------
Security: D2035M136
Meeting Type: AGM
Meeting Date: 12-May-2011
Ticker:
ISIN: DE0005557508
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC Non-Voting No vote
CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC
ITEMS OF THE AGENDA FOR THE GENERAL MEETING
YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING
RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS
REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT
COMPLIED WITH ANY OF YOUR MANDATORY VOTING
RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN
SECURITIES TRADING ACT (WHPG). FOR QUESTIONS
IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE FOR CLARIFICATION. IF YOU DO
NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT
OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.
PLEASE NOTE THAT IN SOME CASES DEPENDING ON Non-Voting No vote
THE PROCESSING OF THE LOCAL SUB CUSTODIAN THESE
SHARES MAY BE BLOCKED. PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOUNTS.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 27.04.2011. Non-Voting No vote
FURTHER INFORMATION ON COUNTER PROPOSALS CAN
BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE
REFER TO THE MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR
SHARES DIRECTLY AT THE COMPANY'S MEETING. COUNTER
PROPOSALS CANNOT BE REFLECTED IN THE BALLOT
ON PROXYEDGE.
1. Submission to the shareholders' meeting pursuant Non-Voting No vote
to section 176 (1) sentence 1 of the AktG (Aktiengesetz-German
Stock Corporation Act)
2. Resolution on the appropriation of net income Mgmt For For
3. Resolution on the approval of the actions of Mgmt For For
the members of the Board of Management for
the 2010 financial year
4. Resolution on the approval of the actions of Mgmt For For
Dr. Klaus Zumwinkel, who resigned from the
Supervisory Board, for the 2008 financial year
5. Resolution on the approval of the actions of Mgmt For For
the members of the Supervisory Board for the
2010 financial year
6. Resolution on the appointment of the independent Mgmt For For
auditor and the Group auditor pursuant to section
318 (1) HGB for the 2011 financial year as
well as the independent auditor to review the
condensed financial statements and the interim
management report pursuant to section 37w (5),
section 37y no. 2 WpHG (Wertpapierhandelsgesetz-
German Securities Trading Act) in the 2011
financial year
7. Resolution on the authorization to acquire treasury Mgmt For For
shares and use them with possible exclusion
of subscription rights and any rights to offer
shares as well as of the option to redeem treasury
shares, reducing the capital stock
8. Election of a Supervisory Board member: Dr. Mgmt For For
Hubertus von Grunberg
9. Election of a Supervisory Board member: Dr. Mgmt For For
h.c Bernhard Walter
10. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
T-Systems international GmbH
11. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
DeTeFleetServices GmbH
12. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreemtnt with
DFMG Holding GmbH
13. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreemtnt with
DeTeAssekuranz- Deutsche Telekom Assekuranz-Vermittlungsgesellschaft
mbH
14. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
Vivento Customer Services GmbH
15. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
Vivento Technical Services GmbH
16. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
Deutsche Telekom Accounting GmbH
17. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
Deutsche Telekom Training GmbH
18. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
Norma Telekommunikationsdienste GmbH
19. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
DeTeAsia Holding GmbH
20. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
Traviata Telekommunhicationsdienste GmbH
21. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
Scout24 Holding GmbH
22. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
T-Mobile Worldwide Holding GmbH
23. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
Telekom Deutschland GmbH
24. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
MagyarCom Holding GmbH
25. Resolution on the amendment to section 2 of Mgmt For For
the Articles of Incorporation
26. Resolution regarding approval of the settlement Mgmt For For
agreement with the former member of the Board
of Management Kai Uwe Ricke
27. Resolution regarding approval of the settlement Mgmt For For
agreement with the former member of the Supervisory
Board Dr. Klaus Zumwinkel
--------------------------------------------------------------------------------------------------------------------------
EUTELSAT COMMUNICATIONS, PARIS Agenda Number: 702627603
--------------------------------------------------------------------------------------------------------------------------
Security: F3692M128
Meeting Type: MIX
Meeting Date: 09-Nov-2010
Ticker:
ISIN: FR0010221234
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
CMMT French Resident Shareowners must complete, sign Non-Voting No vote
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary
card, account details and directions. The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting instructions will be
forwarded to the Global Custodians that have
become Registered Intermediaries, on the
Vote Deadline Date. In capacity as
Registered Intermediary, the Global Custodian
will sign the Proxy Card and forward to
the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your representative
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON THE
MATERIAL URL LINKS: https://balo.journal-officiel.gouv.fr/pdf/2010/1001/201010011005449.pdf
and https://balo.journal-officiel.gouv.fr/pdf/2010/1025/201010251005640.pdf
1 Approval of the annual corporate financial statements Mgmt For For
for the financial year ended on 30 JUN 2010
2 Approval of the consolidated financial statements Mgmt For For
for the financial year ended on 30 JUN
2010
3 Allocation of income for the financial year Mgmt For For
ended on 30 JUN 2010 and distribution
of Euros 0.76 per share
4 Approval of the Agreements pursuant to Article Mgmt Against Against
L.225-38 of the Commercial Code
5 Approval of the Board of Directors' special Mgmt For For
report on free allocations of shares granted
by Eutelsat Communications and on the transactions
carried out pursuant to Articles L.225-177
to L.225-186-1 of the Commercial Code
6 Appointment of Mrs. Carole PIWNICA as Board Mgmt Against Against
member
7 Ratification of the co-optation of Mr. Francisco Mgmt Against Against
REYNES as Board member
8 Ratification of the co-optation of Mr. Olivier Mgmt For For
ROZENFELD as Board member
9 Determination of the amounts for attendance Mgmt For For
allowances for the financial year 2010-2011
10 Authorization to the Board of Directors to purchase Mgmt Against Against
Company's shares
11 Delegation of authority to the Board of Directors Mgmt For For
to issue common shares of the Company and/or
securities giving access to common shares of
the Company with preferential subscription
rights of the shareholders
12 Delegation of authority to the Board of Directors Mgmt For For
to issue common shares of the Company and/or
securities giving access to common shares of
the Company with cancellation of preferential
subscription rights of the shareholders, as
part of a public offer
13 Delegation of authority to the Board of Directors Mgmt For For
to issue common shares of the Company and/or
securities giving access to common shares of
the Company with cancellation of preferential
subscription rights of the shareholders, as
part of an offer through private investment
pursuant to Article L.411-2, II of the Monetary
and Financial Code
14 Authorization to the Board of Directors in the Mgmt Against Against
event of issuance without preferential
subscription rights, to set the issue price
according to the terms determined by the
General Meeting, within the limit of 10% of
the capital per year
15 Authorization to the Board of Directors to increase Mgmt For For
the number of issuable securities in the
event of capital increase with maintaining
or with cancellation of preferential
subscription rights, decided under the eleventh
to fourteenth resolutions
16 Delegation of authority to the Board of Directors Mgmt For For
to increase the share capital by incorporation
of reserves, profits, premiums or other amounts
which capitalization is authorized
17 Delegation of authority to the Board of Directors Mgmt Against Against
to issue stock subscription warrants for free
allocation to shareholders in the event of
public offer involving the Company's securities
18 Delegation of authority to the Board of Directors Mgmt For For
to issue common shares and/or securities
giving access to common shares of the Company
in the event of public exchange offer initiated
by the Company
19 Delegation of authority granted to the Board Mgmt For For
of Directors to increase the share capital
by issuing common shares of the Company and/or
securities giving access to common shares
of the Company, in consideration for
contributions in kind, within the limit
of 10% of the share capital of the Company
20 Delegation of authority to the Board of Directors Mgmt For For
to issue common shares resulting from
issuance of securities by the Subsidiaries
of the Company giving access to common
shares of the Company
21 Delegation of authority to the Board of Directors Mgmt For For
to issue securities giving right to the allotment
of debt securities
22 Authorization to the Board of Directors to increase Mgmt For For
the share capital by issuing common shares
or securities giving access to the capital
of the Company reserved for members of
a company savings plan of the Company or its
group
23 Authorization to the Board of Directors to allocate Mgmt Against Against
for free common shares of the Company to eligible
employees and corporate officers of the Company
or of its group
24 Authorization to the Board of Directors to allocate Mgmt Against Against
options to subscribe for and/or purchase common
shares of the Company to eligible employees
and corporate officers of the Company
or of its group
25 Authorization to the Board of Directors to reduce Mgmt For For
the share capital by cancellation of
common shares acquired by the Company as part
of the share repurchase program
26 Powers to accomplish all formalities Mgmt For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION Non-Voting No vote
OF A URL LINK IN THE COMMENT. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
FRESENIUS MED CARE AKTIENGESELLSCHAFT Agenda Number: 702939058
--------------------------------------------------------------------------------------------------------------------------
Security: D2734Z107
Meeting Type: AGM
Meeting Date: 12-May-2011
Ticker:
ISIN: DE0005785802
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC Non-Voting No vote
CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC
ITEMS OF THE AGENDA FOR THE GENERAL MEETING
YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING
RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS
REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT
COMPLIED WITH ANY OF YOUR MANDATORY VOTING
RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN
SECURITIES TRADING ACT (WHPG). FOR QUESTIONS
IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE FOR CLARIFICATION. IF YOU DO
NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT
OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting No vote
MEETING IS 21.04.2011, WHEREAS THE MEETING
HAS BEEN SETUP USING THE ACTUAL RECORD DATE
- 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT
ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH
THE GERMAN LAW. THANK YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 27.04.2011. Non-Voting No vote
FURTHER INFORMATION ON COUNTER PROPOSALS CAN
BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE
REFER TO THE MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR
SHARES DIRECTLY AT THE COMPANY'S MEETING. COUNTER
PROPOSALS CANNOT BE REFLECTED IN THE BALLOT
ON PROXYEDGE.
1. Presentation of the annual financial statements Mgmt For For
and consolidated group financial statements
each approved by the Supervisory Board, the
management reports for Fresenius Medical Care
AG & Co. KGaA and the consolidated group, the
report by the General Partner with regard to
the information pursuant to sections 289 (4),
315 (4) of the German Commercial Code (Handelsgesetzbuch
- HGB) and the report of the Supervisory Board
of Fresenius Medical Care AG & Co. KGaA for
fiscal year 2010; resolution on the approval
of the annual financial statements of Fresenius
Medical Care AG & Co. KGaA for fiscal year
2010
2. Resolution on the allocation of distributable Mgmt For For
profit
3. Resolution on the approval of the actions of Mgmt For For
the General Partner
4. Resolution on the approval of the actions of Mgmt For For
the members of the Supervisory Board
5. Resolution on the approval of the revised system Mgmt For For
of compensation of the Management Board members
of the General Partner
6. Election of the auditors and consolidated group Mgmt For For
auditors for fiscal year 2011
7.1 Elections to the Supervisory Board and to the Mgmt Against Against
Joint Committee. All candidates will be elected
individually: Election of Dr Gerd Krick to
the Supervisory Board
7.2 Elections to the Supervisory Board and to the Mgmt Against Against
Joint Committee. All candidates will be elected
individually: Election of Dr Dieter Schenk
to the Supervisory Board
7.3 Elections to the Supervisory Board and to the Mgmt Against Against
Joint Committee. All candidates will be elected
individually: Election of Prof Dr Bernd Fahrholz
to the Supervisory Board
7.4 Elections to the Supervisory Board and to the Mgmt Against Against
Joint Committee. All candidates will be elected
individually: Election of Dr Walter L. Weisman
to the Supervisory Board (additionally nominated
for election into the Joint Committee)
7.5 Elections to the Supervisory Board and to the Mgmt For For
Joint Committee. All candidates will be elected
individually: Election of William P. Johnston
to the Supervisory Board (additionally nominated
for election into the Joint Committee)
7.6 Elections to the Supervisory Board and to the Mgmt For For
Joint Committee. All candidates will be elected
individually: Election of Rolf A. Classon to
the Supervisory Board
8. Resolution on modifications of the remuneration Mgmt For For
of the Supervisory Board and its committees
and on the corresponding amendments to Articles
13 and 13e of the Articles of Association
9. Resolutions on the cancellation of conditional Mgmt For For
capitals and a corresponding amendment to the
Articles of Association as well as on authorizing
the granting of options to managerial staff
members (F hrungskr fte) and members of the
management of Fresenius Medical Care AG & Co.
KGaA or an affiliate (Stock Option Program
2011) and the creation of conditional capital
to provide for the Stock Option Program 2011
and a corresponding amendment to the Articles
of Association
10. Resolution on the authorization to purchase Mgmt For For
and use treasury shares pursuant to section
71 (1) No. 8 AktG and on the exclusion of subscription
rights
--------------------------------------------------------------------------------------------------------------------------
GENERAL DYNAMICS CORPORATION Agenda Number: 933387854
--------------------------------------------------------------------------------------------------------------------------
Security: 369550108
Meeting Type: Annual
Meeting Date: 04-May-2011
Ticker: GD
ISIN: US3695501086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: MARY T. BARRA Mgmt For For
1B ELECTION OF DIRECTOR: NICHOLAS D. CHABRAJA Mgmt For For
1C ELECTION OF DIRECTOR: JAMES S. CROWN Mgmt For For
1D ELECTION OF DIRECTOR: WILLIAM P. FRICKS Mgmt For For
1E ELECTION OF DIRECTOR: JAY L. JOHNSON Mgmt For For
1F ELECTION OF DIRECTOR: GEORGE A. JOULWAN Mgmt For For
1G ELECTION OF DIRECTOR: PAUL G. KAMINSKI Mgmt For For
1H ELECTION OF DIRECTOR: JOHN M. KEANE Mgmt For For
1I ELECTION OF DIRECTOR: LESTER L. LYLES Mgmt For For
1J ELECTION OF DIRECTOR: WILLIAM A. OSBORN Mgmt For For
1K ELECTION OF DIRECTOR: ROBERT WALMSLEY Mgmt For For
02 SELECTION OF INDEPENDENT AUDITORS. Mgmt For For
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
04 ADVISORY VOTE ON FREQUENCY OF FUTURE EXECUTIVE Mgmt 1 Year Against
COMPENSATION ADVISORY VOTES.
05 SHAREHOLDER PROPOSAL WITH REGARD TO A HUMAN Shr Against For
RIGHTS POLICY.
06 SHAREHOLDER PROPOSAL WITH REGARD TO SPECIAL Shr For Against
SHAREHOLDER MEETINGS.
--------------------------------------------------------------------------------------------------------------------------
HTC CORP Agenda Number: 703110647
--------------------------------------------------------------------------------------------------------------------------
Security: Y3732M103
Meeting Type: AGM
Meeting Date: 15-Jun-2011
Ticker:
ISIN: TW0002498003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 834998 DUE TO ADDITION OF RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
CMMT PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS Non-Voting No vote
US TO VOTE AGAINST ANY PROPOSAL TO BE DISCUSSED
AT A SHAREHOLDERS MEETING AND THE VOTING WITH
RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT,
WE OR OUR DESIGNEE WILL FILL OUT THE BALLOT
IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH
THE CLIENTS INSTRUCTIONS. HOWEVER, IF THE VOTING
AT THE SHAREHOLDERS MEETING IS DONE BY ACCLAMATION,
WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN
RESPECT OF THE RELEVANT PROPOSAL. THANK YOU
A.1 The 2010 business operations Non-Voting No vote
A.2 The 2010 audited reports Non-Voting No vote
A.3 The status of buyback treasury stock Non-Voting No vote
A.4 The revision of conditions for buyback stock Non-Voting No vote
of transferring to employees
B.1 The 2010 business reports and financial statements Mgmt For For
B.2 The 2010 profit distribution proposed cash dividend: Mgmt For For
TWD37 per share
B.3 The issuance of new shares from retained earnings Mgmt For For
and staff bonus. Proposed stock dividend: 50
for 1,000 shs held
B.4 The revision to the Articles of incorporation Mgmt For For
B.5 The revision to the procedures of asset acquisition Mgmt For For
or disposal
B.6.1 The election of director: David Bruce Yoffie, Mgmt For For
ID: 19540707DA
B.6.2 The election of supervisor: Jerry H C Chu, ID: Mgmt For For
A121108388
B.7 The proposal to release the prohibition on directors Mgmt For For
from participation in competitive business
B.8 Extraordinary motions Mgmt Abstain For
--------------------------------------------------------------------------------------------------------------------------
ILLINOIS TOOL WORKS INC. Agenda Number: 933390306
--------------------------------------------------------------------------------------------------------------------------
Security: 452308109
Meeting Type: Annual
Meeting Date: 06-May-2011
Ticker: ITW
ISIN: US4523081093
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: SUSAN CROWN Mgmt For For
1B ELECTION OF DIRECTOR: DON H. DAVIS, JR. Mgmt For For
1C ELECTION OF DIRECTOR: ROBERT C. MCCORMACK Mgmt Against Against
1D ELECTION OF DIRECTOR: ROBERT S. MORRISON Mgmt For For
1E ELECTION OF DIRECTOR: JAMES A. SKINNER Mgmt For For
1F ELECTION OF DIRECTOR: DAVID B. SMITH, JR. Mgmt For For
1G ELECTION OF DIRECTOR: DAVID B. SPEER Mgmt For For
1H ELECTION OF DIRECTOR: PAMELA B. STROBEL Mgmt For For
1I ELECTION OF DIRECTOR: KEVIN M. WARREN Mgmt For For
1J ELECTION OF DIRECTOR: ANRE D. WILLIAMS Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS ITW'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2011.
03 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. Mgmt For For
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For
VOTES ON EXECUTIVE COMPENSATION.
05 APPROVAL OF THE ILLINOIS TOOL WORKS INC. 2011 Mgmt For For
CASH INCENTIVE PLAN.
06 RE-APPROVAL OF THE PERFORMANCE FACTORS AND AWARD Mgmt For For
LIMITS UNDER THE 2011 LONG-TERM INCENTIVE PLAN.
--------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL BUSINESS MACHINES CORP. Agenda Number: 933380381
--------------------------------------------------------------------------------------------------------------------------
Security: 459200101
Meeting Type: Annual
Meeting Date: 26-Apr-2011
Ticker: IBM
ISIN: US4592001014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: A.J.P. BELDA Mgmt For For
1B ELECTION OF DIRECTOR: W.R. BRODY Mgmt For For
1C ELECTION OF DIRECTOR: K.I. CHENAULT Mgmt For For
1D ELECTION OF DIRECTOR: M.L. ESKEW Mgmt For For
1E ELECTION OF DIRECTOR: S.A. JACKSON Mgmt For For
1F ELECTION OF DIRECTOR: A.N. LIVERIS Mgmt For For
1G ELECTION OF DIRECTOR: W.J. MCNERNEY, JR. Mgmt For For
1H ELECTION OF DIRECTOR: J.W. OWENS Mgmt For For
1I ELECTION OF DIRECTOR: S.J. PALMISANO Mgmt For For
1J ELECTION OF DIRECTOR: J.E. SPERO Mgmt For For
1K ELECTION OF DIRECTOR: S. TAUREL Mgmt For For
1L ELECTION OF DIRECTOR: L.H. ZAMBRANO Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM (PAGE 71)
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION (PAGE Mgmt For For
72)
04 ADVISORY VOTE REGARDING FREQUENCY OF ADVISORY Mgmt 1 Year Against
VOTE ON EXECUTIVE COMPENSATION (PAGE 73)
05 STOCKHOLDER PROPOSAL ON CUMULATIVE VOTING (PAGE Shr Against For
74)
06 STOCKHOLDER PROPOSAL TO REVIEW POLITICAL CONTRIBUTIONS Shr Against For
POLICY (PAGES 74-75)
07 STOCKHOLDER PROPOSAL ON LOBBYING (PAGES 75-76) Shr Against For
--------------------------------------------------------------------------------------------------------------------------
JPMORGAN CHASE & CO. Agenda Number: 933404028
--------------------------------------------------------------------------------------------------------------------------
Security: 46625H100
Meeting Type: Annual
Meeting Date: 17-May-2011
Ticker: JPM
ISIN: US46625H1005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: CRANDALL C. BOWLES Mgmt For For
1B ELECTION OF DIRECTOR: STEPHEN B. BURKE Mgmt For For
1C ELECTION OF DIRECTOR: DAVID M. COTE Mgmt For For
1D ELECTION OF DIRECTOR: JAMES S. CROWN Mgmt For For
1E ELECTION OF DIRECTOR: JAMES DIMON Mgmt For For
1F ELECTION OF DIRECTOR: ELLEN V. FUTTER Mgmt For For
1G ELECTION OF DIRECTOR: WILLIAM H. GRAY, III Mgmt For For
1H ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. Mgmt For For
1I ELECTION OF DIRECTOR: DAVID C. NOVAK Mgmt For For
1J ELECTION OF DIRECTOR: LEE R. RAYMOND Mgmt For For
1K ELECTION OF DIRECTOR: WILLIAM C. WELDON Mgmt For For
02 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt Against Against
04 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE Mgmt 1 Year For
ON EXECUTIVE COMPENSATION
05 APPROVAL OF AMENDMENT TO LONG-TERM INCENTIVE Mgmt Against Against
PLAN
06 POLITICAL NON-PARTISANSHIP Shr Against For
07 SHAREHOLDER ACTION BY WRITTEN CONSENT Shr For Against
08 MORTGAGE LOAN SERVICING Shr Against For
09 POLITICAL CONTRIBUTIONS Shr Against For
10 GENOCIDE-FREE INVESTING Shr Against For
11 INDEPENDENT LEAD DIRECTOR Shr Against For
--------------------------------------------------------------------------------------------------------------------------
KOHL'S CORPORATION Agenda Number: 933383743
--------------------------------------------------------------------------------------------------------------------------
Security: 500255104
Meeting Type: Annual
Meeting Date: 12-May-2011
Ticker: KSS
ISIN: US5002551043
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: PETER BONEPARTH Mgmt For For
1B ELECTION OF DIRECTOR: STEVEN A. BURD Mgmt For For
1C ELECTION OF DIRECTOR: JOHN F. HERMA Mgmt For For
1D ELECTION OF DIRECTOR: DALE E. JONES Mgmt For For
1E ELECTION OF DIRECTOR: WILLIAM S. KELLOGG Mgmt For For
1F ELECTION OF DIRECTOR: KEVIN MANSELL Mgmt For For
1G ELECTION OF DIRECTOR: FRANK V. SICA Mgmt For For
1H ELECTION OF DIRECTOR: PETER M. SOMMERHAUSER Mgmt For For
1I ELECTION OF DIRECTOR: STEPHANIE A. STREETER Mgmt For For
1J ELECTION OF DIRECTOR: NINA G. VACA Mgmt For For
1K ELECTION OF DIRECTOR: STEPHEN E. WATSON Mgmt For For
02 RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
3A APPROVAL OF ELIMINATION OF SUPERMAJORITY VOTE Mgmt For For
REQUIREMENT IN ARTICLE V.
3B APPROVAL OF ELIMINATION OF SUPERMAJORITY VOTE Mgmt For For
REQUIREMENT IN ARTICLE VI.
04 RE-APPROVAL OF ANNUAL INCENTIVE PLAN. Mgmt For For
05 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
06 ADVISORY VOTE ON THE FREQUENCY OF FUTURE SHAREHOLDER Mgmt 1 Year For
ADVISORY VOTES ON EXECUTIVE COMPENSATION.
07 SHAREHOLDER PROPOSAL: SHAREHOLDER ACTION BY Shr Against For
WRITTEN CONSENT.
08 SHAREHOLDER PROPOSAL: SUCCESSION PLANNING AND Shr For Against
REPORTING.
--------------------------------------------------------------------------------------------------------------------------
LINCOLN NATIONAL CORPORATION Agenda Number: 933405575
--------------------------------------------------------------------------------------------------------------------------
Security: 534187109
Meeting Type: Annual
Meeting Date: 26-May-2011
Ticker: LNC
ISIN: US5341871094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: DENNIS R. GLASS Mgmt For For
1B ELECTION OF DIRECTOR: GARY C. KELLY Mgmt For For
1C ELECTION OF DIRECTOR: MICHAEL F. MEE Mgmt For For
2 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTING
FIRM FOR 2011.
3 TO APPROVE AN AMENDMENT TO THE COMPANY'S RESTATED Mgmt For For
ARTICLES OF INCORPORATION TO ALLOW SHAREHOLDERS
TO AMEND THE BYLAWS.
4 TO APPROVE AN ADVISORY PROPOSAL ON THE COMPANY'S Mgmt For For
2010 EXCUTIVE COMPENSATION AS DISCLOSED IN
THE PROXY STATEMENT
5 TO RESPOND TO AN ADVISORY PROPOSAL REGARDING Mgmt 1 Year For
THE FREQUENCY (EVERY 1, 2, OR 3 YEARS) OF FUTURE
ADVISORY PROPOSALS ON THE COMPANY'S EXECUTIVE
COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
LOCKHEED MARTIN CORPORATION Agenda Number: 933383147
--------------------------------------------------------------------------------------------------------------------------
Security: 539830109
Meeting Type: Annual
Meeting Date: 28-Apr-2011
Ticker: LMT
ISIN: US5398301094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: NOLAN D. ARCHIBALD Mgmt For For
1B ELECTION OF DIRECTOR: ROSALIND G. BREWER Mgmt For For
1C ELECTION OF DIRECTOR: DAVID B. BURRITT Mgmt For For
1D ELECTION OF DIRECTOR: JAMES O. ELLIS, JR. Mgmt For For
1E ELECTION OF DIRECTOR: THOMAS J. FALK Mgmt For For
1F ELECTION OF DIRECTOR: GWENDOLYN S. KING Mgmt For For
1G ELECTION OF DIRECTOR: JAMES M. LOY Mgmt For For
1H ELECTION OF DIRECTOR: DOUGLAS H. MCCORKINDALE Mgmt For For
1I ELECTION OF DIRECTOR: JOSEPH W. RALSTON Mgmt For For
1J ELECTION OF DIRECTOR: ANNE STEVENS Mgmt For For
1K ELECTION OF DIRECTOR: ROBERT J. STEVENS Mgmt For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT AUDITORS
03 MANAGEMENT PROPOSAL ADOPT THE LOCKHEED MARTIN Mgmt For For
CORPORATION 2011 INCENTIVE PERFORMANCE AWARD
PLAN
04 PROPOSAL TO APPROVE THE COMPENSATION OF NAMED Mgmt For For
EXECUTIVE OFFICERS
05 PROPOSAL ON THE FREQUENCY OF HOLDING FUTURE Mgmt 1 Year For
VOTES ON THE COMPENSATION OF NAMED EXECUTIVE
OFFICERS
06 STOCKHOLDER PROPOSAL ALLOW STOCKHOLDERS TO ACT Shr For Against
BY WRITTEN CONSENT IN LIEU OF A MEETING
--------------------------------------------------------------------------------------------------------------------------
MASTERCARD INCORPORATED Agenda Number: 933315586
--------------------------------------------------------------------------------------------------------------------------
Security: 57636Q104
Meeting Type: Annual
Meeting Date: 21-Sep-2010
Ticker: MA
ISIN: US57636Q1040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A AMEND AND RESTATE THE COMPANY'S CURRENT CERTIFICATE Mgmt For For
OF INCORPORATION TO DECLASSIFY THE BOARD OF
DIRECTORS IN PHASES AND EFFECT RELATED CHANGES
IN DIRECTOR VACANCY AND REMOVAL PROCEDURES.
1B AMEND AND RESTATE THE COMPANY'S CURRENT CERTIFICATE Mgmt For For
OF INCORPORATION TO ELIMINATE A SUPERMAJORITY
VOTING REQUIREMENT FOR AMENDING THE COMPANY'S
CERTIFICATE OF INCORPORATION.
1C AMEND AND RESTATE THE COMPANY'S CURRENT CERTIFICATE Mgmt For For
OF INCORPORATION TO REVISE REQUIREMENTS APPLICABLE
TO THE COMPOSITION OF THE BOARD OF DIRECTORS.
1D AMEND AND RESTATE THE COMPANY'S CURRENT CERTIFICATE Mgmt For For
OF INCORPORATION TO REVISE REQUIREMENTS APPLICABLE
TO THE OWNERSHIP OF THE COMPANY'S STOCK AND
DELETE RELATED OBSOLETE PROVISIONS.
02 APPROVAL OF THE ADJOURNMENT OF THE ANNUAL MEETING, Mgmt For For
IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO
APPROVE EACH OF THE PROPOSALS COMPRISING PROPOSAL
1 AT THE TIME OF THE ANNUAL MEETING.
03 DIRECTOR
NANCY J. KARCH Mgmt For For
J.O. REYES LAGUNES Mgmt For For
EDWARD SUNING TIAN Mgmt For For
SILVIO BARZI Mgmt For For
04 RE-APPROVAL OF THE COMPANY'S SENIOR EXECUTIVE Mgmt For For
ANNUAL INCENTIVE COMPENSATION PLAN.
05 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE COMPANY FOR 2010.
--------------------------------------------------------------------------------------------------------------------------
MCDONALD'S CORPORATION Agenda Number: 933410297
--------------------------------------------------------------------------------------------------------------------------
Security: 580135101
Meeting Type: Annual
Meeting Date: 19-May-2011
Ticker: MCD
ISIN: US5801351017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: SUSAN E. ARNOLD Mgmt For For
1B ELECTION OF DIRECTOR: RICHARD H. LENNY Mgmt For For
1C ELECTION OF DIRECTOR: CARY D. MCMILLAN Mgmt For For
1D ELECTION OF DIRECTOR: SHEILA A. PENROSE Mgmt For For
1E ELECTION OF DIRECTOR: JAMES A. SKINNER Mgmt For For
02 ADVISORY VOTE ON THE APPROVAL OF THE APPOINTMENT Mgmt For For
OF AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM TO SERVE AS INDEPENDENT AUDITORS FOR 2011.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For
VOTES ON EXECUTIVE COMPENSATION.
05 ELIMINATE SUPER-MAJORITY VOTING REQUIREMENTS Mgmt For For
IN ARTICLE TWELFTH OF OUR RESTATED CERTIFICATE
OF INCORPORATION BY REPEALING SUCH ARTICLE
(TRANSACTIONS WITH INTERESTED SHAREHOLDERS).
06 ELIMINATE SUPER-MAJORITY VOTING REQUIREMENTS Mgmt For For
IN ARTICLE THIRTEENTH OF OUR RESTATED CERTIFICATE
OF INCORPORATION (BOARD OF DIRECTORS).
07 ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT Mgmt For For
IN ARTICLE FOURTEENTH OF OUR RESTATED CERTIFICATE
OF INCORPORATION (SHAREHOLDER ACTION).
08 ADVISORY VOTE ON SHAREHOLDER PROPOSAL RELATING Shr For Against
TO CLASSIFIED BOARD.
09 ADVISORY VOTE ON SHAREHOLDER PROPOSAL RELATING Shr Against For
TO THE USE OF CONTROLLED ATMOSPHERE STUNNING.
10 ADVISORY VOTE ON SHAREHOLDER PROPOSAL RELATING Shr Against For
TO A REPORT ON CHILDREN'S NUTRITION.
11 ADVISORY VOTE ON SHAREHOLDER PROPOSAL RELATING Shr Against For
TO BEVERAGE CONTAINERS.
--------------------------------------------------------------------------------------------------------------------------
MERCK & CO., INC. Agenda Number: 933416744
--------------------------------------------------------------------------------------------------------------------------
Security: 58933Y105
Meeting Type: Annual
Meeting Date: 24-May-2011
Ticker: MRK
ISIN: US58933Y1055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: LESLIE A. BRUN Mgmt For For
1B ELECTION OF DIRECTOR: THOMAS R. CECH Mgmt For For
1C ELECTION OF DIRECTOR: RICHARD T. CLARK Mgmt For For
1D ELECTION OF DIRECTOR: KENNETH C. FRAZIER Mgmt For For
1E ELECTION OF DIRECTOR: THOMAS H. GLOCER Mgmt For For
1F ELECTION OF DIRECTOR: STEVEN F. GOLDSTONE Mgmt For For
1G ELECTION OF DIRECTOR: WILLIAM B. HARRISON. JR. Mgmt For For
1H ELECTION OF DIRECTOR: HARRY R. JACOBSON Mgmt For For
1I ELECTION OF DIRECTOR: WILLIAM N. KELLEY Mgmt For For
1J ELECTION OF DIRECTOR: C. ROBERT KIDDER Mgmt For For
1K ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Mgmt For For
1L ELECTION OF DIRECTOR: CARLOS E. REPRESAS Mgmt For For
1M ELECTION OF DIRECTOR: PATRICIA F. RUSSO Mgmt For For
1N ELECTION OF DIRECTOR: THOMAS E. SHENK Mgmt For For
1O ELECTION OF DIRECTOR: ANNE M. TATLOCK Mgmt For For
1P ELECTION OF DIRECTOR: CRAIG B. THOMPSON Mgmt For For
1Q ELECTION OF DIRECTOR: WENDELL P. WEEKS Mgmt For For
1R ELECTION OF DIRECTOR: PETER C. WENDELL Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2011.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE VOTES Mgmt 1 Year Against
ON EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
METLIFE, INC. Agenda Number: 933398883
--------------------------------------------------------------------------------------------------------------------------
Security: 59156R108
Meeting Type: Annual
Meeting Date: 26-Apr-2011
Ticker: MET
ISIN: US59156R1086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
STEVEN A. KANDARIAN* Mgmt For For
SYLVIA MATHEWS BURWELL# Mgmt For For
EDUARDO CASTRO-WRIGHT# Mgmt For For
CHERYL W. GRISE# Mgmt For For
LULU C. WANG# Mgmt For For
02 PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION Mgmt For For
TO DECLASSIFY THE BOARD OF DIRECTORS
03 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2011
04 ADVISORY VOTE TO APPROVE THE COMPENSATION PAID Mgmt For For
TO THE COMPANY'S NAMED EXECUTIVE OFFICERS
05 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For
VOTES TO APPROVE THE COMPENSATION PAID TO THE
COMPANY'S NAMED EXECUTIVE OFFICERS
--------------------------------------------------------------------------------------------------------------------------
MICROSOFT CORPORATION Agenda Number: 933331011
--------------------------------------------------------------------------------------------------------------------------
Security: 594918104
Meeting Type: Annual
Meeting Date: 16-Nov-2010
Ticker: MSFT
ISIN: US5949181045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 ELECTION OF DIRECTOR: STEVEN A. BALLMER Mgmt For For
02 ELECTION OF DIRECTOR: DINA DUBLON Mgmt For For
03 ELECTION OF DIRECTOR: WILLIAM H. GATES III Mgmt For For
04 ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN Mgmt For For
05 ELECTION OF DIRECTOR: REED HASTINGS Mgmt For For
06 ELECTION OF DIRECTOR: MARIA M. KLAWE Mgmt For For
07 ELECTION OF DIRECTOR: DAVID F. MARQUARDT Mgmt For For
08 ELECTION OF DIRECTOR: CHARLES H. NOSKI Mgmt For For
09 ELECTION OF DIRECTOR: HELMUT PANKE Mgmt For For
10 RATIFICATION OF THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITOR
11 SHAREHOLDER PROPOSAL - ESTABLISHMENT OF BOARD Shr Against For
COMMITTEE ON ENVIRONMENTAL SUSTAINABILITY
--------------------------------------------------------------------------------------------------------------------------
MITSUBISHI CORPORATION Agenda Number: 703128973
--------------------------------------------------------------------------------------------------------------------------
Security: J43830116
Meeting Type: AGM
Meeting Date: 24-Jun-2011
Ticker:
ISIN: JP3898400001
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting No vote
1. Approve Appropriation of Retained Earnings Mgmt For For
2.1 Appoint a Director Mgmt For For
2.2 Appoint a Director Mgmt For For
2.3 Appoint a Director Mgmt For For
2.4 Appoint a Director Mgmt For For
2.5 Appoint a Director Mgmt For For
2.6 Appoint a Director Mgmt For For
2.7 Appoint a Director Mgmt For For
2.8 Appoint a Director Mgmt For For
2.9 Appoint a Director Mgmt For For
2.10 Appoint a Director Mgmt For For
2.11 Appoint a Director Mgmt Against Against
2.12 Appoint a Director Mgmt For For
2.13 Appoint a Director Mgmt For For
3. Appoint a Corporate Auditor Mgmt For For
4. Approve Payment of Bonuses to Directors Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
NATIONAL GRID PLC, LONDON Agenda Number: 702493177
--------------------------------------------------------------------------------------------------------------------------
Security: G6375K151
Meeting Type: AGM
Meeting Date: 26-Jul-2010
Ticker:
ISIN: GB00B08SNH34
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the annual report and accounts Mgmt For For
2 Declare a final dividend Mgmt For For
3 Re-elect Sir John Parker Mgmt For For
4 Re-elect Steve Holliday Mgmt For For
5 Re-elect Ken Harvey Mgmt For For
6 Re-elect Steve Lucas Mgmt For For
7 Re-elect Stephen Pettit Mgmt For For
8 Re-elect Nick Winser Mgmt For For
9 Re-elect George Rose Mgmt For For
10 Re-elect Tom King Mgmt For For
11 Re-elect Maria Richter Mgmt For For
12 Re-elect John Allan Mgmt For For
13 Re-elect Linda Adamany Mgmt For For
14 Re-elect Mark Fairbairn Mgmt For For
15 Re-elect Philip Aiken Mgmt For For
16 Re-appoint PricewaterhouseCoopers LLP as the Mgmt For For
Auditors
17 Authorize the Directors to set the Auditors' Mgmt For For
remuneration
18 Approve the Directors remuneration report Mgmt For For
19 Authorize the Directors to allot ordinary shares Mgmt For For
S.20 Approve to disapply pre-emptive rights Mgmt For For
S.21 Authorize the Company to purchase its own ordinary Mgmt For For
shares
S.22 Authorize the Directors to hold general meetings Mgmt For For
on 14 clear days' notice
--------------------------------------------------------------------------------------------------------------------------
NESTLE S A Agenda Number: 702847596
--------------------------------------------------------------------------------------------------------------------------
Security: H57312649
Meeting Type: AGM
Meeting Date: 14-Apr-2011
Ticker:
ISIN: CH0038863350
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 799253 DUE TO DELETION OF RESOLUTION. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
CMMT BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting No vote
REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES
AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF THE VOTING INSTRUCTION, IT
IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHARES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No vote
MEETING NOTICE SENT UNDER MEETING 741313, INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1.1 Approval of the annual report, the financial Mgmt No vote
statements of Nestle S.A. and the consolidated
financial statements of the Nestle group for
2010
1.2 Acceptance of the Compensation Report 2010 (advisory Mgmt No vote
vote)
2 Release of the members of the Board of Directors Mgmt No vote
and of the Management
3 Appropriation of profits resulting from the Mgmt No vote
balance sheet of Nestle S.A.
4.1.1 Re-election to the Board of Directors: Mr. Paul Mgmt No vote
Bulcke
4.1.2 Re-election to the Board of Directors: Mr. Andreas Mgmt No vote
Koopmann
4.1.3 Re-election to the Board of Directors: Mr. Rolf Mgmt No vote
Hanggi
4.1.4 Re-election to the Board of Directors: Mr. Jean-Pierre Mgmt No vote
Meyers
4.1.5 Re-election to the Board of Directors: Mrs. Mgmt No vote
Naina Lal Kidwai
4.1.6 Re-election to the Board of Directors: Mr. Beat Mgmt No vote
Hess
4.2 Election to the Board of Directors: Ms. Ann Mgmt No vote
Veneman (for a term of three years)
4.3 Re-election of the statutory auditors: KPMG Mgmt No vote
S.A., Geneva branch (for a term of one year)
5 Cancellation of 165 000 000 shares repurchased Mgmt No vote
under the share buy-back programmes, and reduction
of the share capital by CHF 16 500 000
--------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG Agenda Number: 933370784
--------------------------------------------------------------------------------------------------------------------------
Security: 66987V109
Meeting Type: Annual
Meeting Date: 22-Feb-2011
Ticker: NVS
ISIN: US66987V1098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL Mgmt For For
STATEMENTS OF NOVARTIS AG AND THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS FOR THE BUSINESS YEAR
2010
02 DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE Mgmt For For
BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE
03 APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS Mgmt For For
AG AS PER BALANCE SHEET AND DECLARATION OF
DIVIDEND
04 CONSULTATIVE VOTE ON THE COMPENSATION SYSTEM Mgmt Against Against
5B1 RE-ELECTION OF ANN FUDGE FOR A THREE-YEAR TERM Mgmt For For
TO THE BOARD OF DIRECTORS
5B2 RE-ELECTION OF PIERRE LANDOLT FOR A THREE-YEAR Mgmt For For
TERM TO THE BOARD OF DIRECTORS
5B3 RE-ELECTION OF ULRICH LEHNER, PH.D. FOR A THREE-YEAR Mgmt For For
TERM TO THE BOARD OF DIRECTORS
5C ELECTION OF NEW MEMBER THE BOARD OF DIRECTORS Mgmt For For
PROPOSES TO VOTE FOR THE ELECTION OF ENRICO
VANNI, PH.D.,FOR A THREE YEAR TERM
06 APPOINTMENT OF THE AUDITOR Mgmt For For
07 ADDITIONAL AND/OR COUNTER-PROPOSALS PRESENTED Mgmt Against Against
AT THE MEETING
--------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG Agenda Number: 933380898
--------------------------------------------------------------------------------------------------------------------------
Security: 66987V109
Meeting Type: Special
Meeting Date: 08-Apr-2011
Ticker: NVS
ISIN: US66987V1098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A THE BOARD OF DIRECTORS PROPOSES THE APPROVAL Mgmt For For
OF THE MERGER AGREEMENT BETWEEN ALCON, INC.
("ALCON") AND NOVARTIS AG ("NOVARTIS") DATED
DECEMBER 14, 2010.
1B THE BOARD OF DIRECTORS PROPOSES THE CREATION Mgmt For For
OF AUTHORISED CAPITAL THROUGH THE ISSUANCE
OF UP TO 108 MILLION NEW SHARES FOR THE PURPOSE
OF COMPLETING THE MERGER OF ALCON INTO NOVARTIS
BY MEANS OF INTRODUCING A NEW ARTICLE 4A OF
THE ARTICLES OF INCORPORATION.
02 FOR ADDITIONAL AND/OR COUNTER-PROPOSALS PRESENTED Mgmt Against Against
AT THE MEETING, I/WE INSTRUCT TO VOTE ACCORDING
TO THE PROPOSAL OF THE BOARD OF DIRECTORS.
--------------------------------------------------------------------------------------------------------------------------
OCCIDENTAL PETROLEUM CORPORATION Agenda Number: 933401060
--------------------------------------------------------------------------------------------------------------------------
Security: 674599105
Meeting Type: Annual
Meeting Date: 06-May-2011
Ticker: OXY
ISIN: US6745991058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: SPENCER ABRAHAM Mgmt For For
1B ELECTION OF DIRECTOR: HOWARD I. ATKINS Mgmt For For
1C ELECTION OF DIRECTOR: STEPHEN I. CHAZEN Mgmt For For
1D ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN Mgmt Against Against
1E ELECTION OF DIRECTOR: JOHN E. FEICK Mgmt For For
1F ELECTION OF DIRECTOR: MARGARET M. FORAN Mgmt For For
1G ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ Mgmt For For
1H ELECTION OF DIRECTOR: RAY R. IRANI Mgmt Against Against
1I ELECTION OF DIRECTOR: AVEDICK B. POLADIAN Mgmt For For
1J ELECTION OF DIRECTOR: RODOLFO SEGOVIA Mgmt Against Against
1K ELECTION OF DIRECTOR: AZIZ D. SYRIANI Mgmt Against Against
1L ELECTION OF DIRECTOR: ROSEMARY TOMICH Mgmt Against Against
1M ELECTION OF DIRECTOR: WALTER L. WEISMAN Mgmt Against Against
02 RATIFICATION OF SELECTION OF KPMG AS INDEPENDENT Mgmt For For
AUDITORS.
03 ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION. Mgmt For For
04 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE Mgmt 1 Year Against
ON EXECUTIVE COMPENSATION.
05 REPORT ON POLITICAL EXPENDITURES AND SPENDING Shr Against For
PROCESSES.
06 REQUIRED NOMINATION OF DIRECTOR WITH ENVIRONMENTAL Shr Against For
EXPERTISE.
--------------------------------------------------------------------------------------------------------------------------
ORACLE CORPORATION Agenda Number: 933328189
--------------------------------------------------------------------------------------------------------------------------
Security: 68389X105
Meeting Type: Annual
Meeting Date: 06-Oct-2010
Ticker: ORCL
ISIN: US68389X1054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JEFFREY S. BERG Mgmt Withheld Against
H. RAYMOND BINGHAM Mgmt For For
MICHAEL J. BOSKIN Mgmt For For
SAFRA A. CATZ Mgmt For For
BRUCE R. CHIZEN Mgmt For For
GEORGE H. CONRADES Mgmt For For
LAWRENCE J. ELLISON Mgmt For For
HECTOR GARCIA-MOLINA Mgmt Withheld Against
JEFFREY O. HENLEY Mgmt For For
MARK V. HURD Mgmt For For
DONALD L. LUCAS Mgmt For For
NAOMI O. SELIGMAN Mgmt Withheld Against
02 APPROVE THE ORACLE CORPORATION EXECUTIVE BONUS Mgmt For For
PLAN.
03 APPROVE THE ORACLE CORPORATION AMENDED AND RESTATED Mgmt For For
2000 LONG-TERM EQUITY INCENTIVE PLAN, INCLUDING
AN AMENDMENT TO INCREASE THE AGGREGATE NUMBER
OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE
PLAN BY 419,020,418 SHARES.
04 RATIFY THE SELECTION OF ERNST & YOUNG LLP AS Mgmt For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING MAY 31, 2011.
05 ACT ON A STOCKHOLDER PROPOSAL TO AMEND THE CORPORATE Shr Against For
BYLAWS TO ESTABLISH A BOARD COMMITTEE ON SUSTAINABILITY.
06 ACT ON A STOCKHOLDER PROPOSAL REGARDING MAJORITY Shr Against For
VOTING IN DIRECTOR ELECTIONS.
07 ACT ON A STOCKHOLDER PROPOSAL REGARDING EQUITY Shr For Against
RETENTION.
--------------------------------------------------------------------------------------------------------------------------
PACCAR INC Agenda Number: 933376558
--------------------------------------------------------------------------------------------------------------------------
Security: 693718108
Meeting Type: Annual
Meeting Date: 20-Apr-2011
Ticker: PCAR
ISIN: US6937181088
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN M. FLUKE, JR. Mgmt For For
KIRK S. HACHIGIAN Mgmt For For
STEPHEN F. PAGE Mgmt For For
THOMAS E. PLIMPTON Mgmt For For
02 ADVISORY VOTE ON THE COMPENSATION OF THE NAMED Mgmt For For
EXECUTIVE OFFICERS
03 ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE Mgmt 1 Year Against
COMPENSATION VOTES
04 APPROVAL OF THE LONG TERM INCENTIVE PLAN Mgmt For For
05 APPROVAL OF THE SENIOR EXECUTIVE YEARLY INCENTIVE Mgmt For For
COMPENSATION PLAN
06 STOCKHOLDER PROPOSAL REGARDING THE SUPERMAJORITY Shr For Against
VOTE PROVISIONS
07 STOCKHOLDER PROPOSAL REGARDING A DIRECTOR VOTE Shr For Against
THRESHOLD
--------------------------------------------------------------------------------------------------------------------------
PARKER-HANNIFIN CORPORATION Agenda Number: 933332974
--------------------------------------------------------------------------------------------------------------------------
Security: 701094104
Meeting Type: Annual
Meeting Date: 27-Oct-2010
Ticker: PH
ISIN: US7010941042
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT G. BOHN Mgmt For For
LINDA S. HARTY Mgmt For For
WILLIAM E. KASSLING Mgmt For For
ROBERT J. KOHLHEPP Mgmt For For
KLAUS-PETER MULLER Mgmt For For
CANDY M. OBOURN Mgmt For For
JOSEPH M. SCAMINACE Mgmt For For
WOLFGANG R. SCHMITT Mgmt For For
AKE SVENSSON Mgmt For For
MARKOS I. TAMBAKERAS Mgmt For For
JAMES L. WAINSCOTT Mgmt For For
DONALD E. WASHKEWICZ Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
JUNE 30, 2011.
03 APPROVAL OF THE PARKER-HANNIFIN CORPORATION Mgmt For For
2010 PERFORMANCE BONUS PLAN.
04 SHAREHOLDER PROPOSAL TO AMEND THE CODE OF REGULATIONS Shr Against For
TO SEPARATE THE ROLES OF CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER.
--------------------------------------------------------------------------------------------------------------------------
PEPSICO, INC. Agenda Number: 933392069
--------------------------------------------------------------------------------------------------------------------------
Security: 713448108
Meeting Type: Annual
Meeting Date: 04-May-2011
Ticker: PEP
ISIN: US7134481081
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: S.L. BROWN Mgmt For For
1B ELECTION OF DIRECTOR: I.M. COOK Mgmt For For
1C ELECTION OF DIRECTOR: D. DUBLON Mgmt For For
1D ELECTION OF DIRECTOR: V.J. DZAU Mgmt For For
1E ELECTION OF DIRECTOR: R.L. HUNT Mgmt For For
1F ELECTION OF DIRECTOR: A. IBARGUEN Mgmt For For
1G ELECTION OF DIRECTOR: A.C. MARTINEZ Mgmt For For
1H ELECTION OF DIRECTOR: I.K. NOOYI Mgmt For For
1I ELECTION OF DIRECTOR: S.P. ROCKEFELLER Mgmt For For
1J ELECTION OF DIRECTOR: J.J. SCHIRO Mgmt For For
1K ELECTION OF DIRECTOR: L.G. TROTTER Mgmt For For
1L ELECTION OF DIRECTOR: D. VASELLA Mgmt For For
02 APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE Mgmt For For
COMPENSATION.
03 RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY Mgmt 1 Year Against
OF EXECUTIVE COMPENSATION VOTES.
04 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS Mgmt For For
FOR FISCAL YEAR 2011.
05 APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION Mgmt For For
TO IMPLEMENT MAJORITY VOTING FOR DIRECTORS
IN UNCONTESTED ELECTIONS.
06 SHAREHOLDER PROPOSAL - RIGHT TO CALL SPECIAL Shr For Against
SHAREHOLDER MEETINGS. (PROXY STATEMENT P.63)
07 SHAREHOLDER PROPOSAL - POLITICAL CONTRIBUTIONS Shr Against For
REPORT (PROXY STATEMENT P.65)
--------------------------------------------------------------------------------------------------------------------------
PFIZER INC. Agenda Number: 933392196
--------------------------------------------------------------------------------------------------------------------------
Security: 717081103
Meeting Type: Annual
Meeting Date: 28-Apr-2011
Ticker: PFE
ISIN: US7170811035
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: DENNIS A. AUSIELLO Mgmt For For
1B ELECTION OF DIRECTOR: MICHAEL S. BROWN Mgmt For For
1C ELECTION OF DIRECTOR: M. ANTHONY BURNS Mgmt For For
1D ELECTION OF DIRECTOR: W. DON CORNWELL Mgmt For For
1E ELECTION OF DIRECTOR: FRANCES D. FERGUSSON Mgmt For For
1F ELECTION OF DIRECTOR: WILLIAM H. GRAY III Mgmt For For
1G ELECTION OF DIRECTOR: CONSTANCE J. HORNER Mgmt For For
1H ELECTION OF DIRECTOR: JAMES M. KILTS Mgmt For For
1I ELECTION OF DIRECTOR: GEORGE A. LORCH Mgmt For For
1J ELECTION OF DIRECTOR: JOHN P. MASCOTTE Mgmt For For
1K ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON Mgmt For For
1L ELECTION OF DIRECTOR: IAN C. READ Mgmt For For
1M ELECTION OF DIRECTOR: STEPHEN W. SANGER Mgmt For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2011.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt Against Against
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year Against
VOTES ON EXECUTIVE COMPENSATION.
05 SHAREHOLDER PROPOSAL REGARDING PUBLICATION OF Shr Against For
POLITICAL CONTRIBUTIONS
06 SHAREHOLDER PROPOSAL REGARDING PUBLIC POLICY Shr Against For
INITIATIVES.
07 SHAREHOLDER PROPOSAL REGARDING PHARMACEUTICAL Shr Against For
PRICE RESTRAINTS.
08 SHAREHOLDER PROPOSAL REGARDING ACTION BY WRITTEN Shr For Against
CONSENT.
09 SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER Shr For Against
MEETINGS.
10 SHAREHOLDER PROPOSAL REGARDING ANIMAL RESEARCH Shr Against For
--------------------------------------------------------------------------------------------------------------------------
PG&E CORPORATION Agenda Number: 933396601
--------------------------------------------------------------------------------------------------------------------------
Security: 69331C108
Meeting Type: Annual
Meeting Date: 11-May-2011
Ticker: PCG
ISIN: US69331C1080
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: DAVID R. ANDREWS Mgmt For For
1B ELECTION OF DIRECTOR: LEWIS CHEW Mgmt For For
1C ELECTION OF DIRECTOR: C. LEE COX Mgmt For For
1D ELECTION OF DIRECTOR: PETER A. DARBEE Mgmt For For
1E ELECTION OF DIRECTOR: MARYELLEN C. HERRINGER Mgmt For For
1F ELECTION OF DIRECTOR: ROGER H. KIMMEL Mgmt For For
1G ELECTION OF DIRECTOR: RICHARD A. MESERVE Mgmt For For
1H ELECTION OF DIRECTOR: FORREST E. MILLER Mgmt For For
1I ELECTION OF DIRECTOR: ROSENDO G. PARRA Mgmt For For
1J ELECTION OF DIRECTOR: BARBARA L. RAMBO Mgmt For For
1K ELECTION OF DIRECTOR: BARRY LAWSON WILLIAMS Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For
04 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE Mgmt 1 Year For
ON EXECUTIVE COMPENSATION
05 INDEPENDENT BOARD CHAIRMAN Shr Against For
06 NEUTRAL PG&E PERSONNEL POLICIES Shr Against For
--------------------------------------------------------------------------------------------------------------------------
PRAXAIR, INC. Agenda Number: 933384086
--------------------------------------------------------------------------------------------------------------------------
Security: 74005P104
Meeting Type: Annual
Meeting Date: 26-Apr-2011
Ticker: PX
ISIN: US74005P1049
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
STEPHEN F. ANGEL Mgmt For For
OSCAR BERNARDES Mgmt For For
NANCE K. DICCIANI Mgmt For For
EDWARD G. GALANTE Mgmt For For
CLAIRE W. GARGALLI Mgmt For For
IRA D. HALL Mgmt For For
RAYMOND W. LEBOEUF Mgmt For For
LARRY D. MCVAY Mgmt For For
WAYNE T. SMITH Mgmt For For
ROBERT L. WOOD Mgmt For For
2 APPROVE, ON AN ADVISORY AND NON-BINDING BASIS, Mgmt For For
THE COMPENSATION OF PRAXAIR'S NAMED EXECUTIVE
OFFICERS AS DISCLOSED IN THE 2011 PROXY STATEMENT.
3 RECOMMEND, ON AN ADVISORY AND NON-BINDING BASIS, Mgmt 1 Year For
THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES
ON NAMED EXECUTIVE OFFICER COMPENSATION.
4 TO APPROVE PERFORMANCE GOALS UNDER PRAXAIR'S Mgmt For For
SECTION 162(M) PLAN.
5 TO APPROVE AMENDMENTS TO THE 2009 PRAXAIR, INC. Mgmt For For
LONG TERM INCENTIVE PLAN TO ADD NON-EMPLOYEE
DIRECTORS AS ELIGIBLE PARTICIPANTS.
6 TO RATIFY THE APPOINTMENT OF THE INDEPENDENT Mgmt For For
AUDITOR
--------------------------------------------------------------------------------------------------------------------------
PRUDENTIAL FINANCIAL, INC. Agenda Number: 933397336
--------------------------------------------------------------------------------------------------------------------------
Security: 744320102
Meeting Type: Annual
Meeting Date: 10-May-2011
Ticker: PRU
ISIN: US7443201022
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: THOMAS J. BALTIMORE, JR. Mgmt For For
1B ELECTION OF DIRECTOR: GORDON M. BETHUNE Mgmt For For
1C ELECTION OF DIRECTOR: GASTON CAPERTON Mgmt For For
1D ELECTION OF DIRECTOR: GILBERT F. CASELLAS Mgmt For For
1E ELECTION OF DIRECTOR: JAMES G. CULLEN Mgmt For For
1F ELECTION OF DIRECTOR: WILLIAM H. GRAY III Mgmt For For
1G ELECTION OF DIRECTOR: MARK B. GRIER Mgmt For For
1H ELECTION OF DIRECTOR: CONSTANCE J. HORNER Mgmt For For
1I ELECTION OF DIRECTOR: MARTINA HUND-MEJEAN Mgmt For For
1J ELECTION OF DIRECTOR: KARL J. KRAPEK Mgmt For For
1K ELECTION OF DIRECTOR: CHRISTINE A. POON Mgmt For For
1L ELECTION OF DIRECTOR: JOHN R. STRANGFELD Mgmt For For
1M ELECTION OF DIRECTOR: JAMES A. UNRUH Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2011.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
04 ADVISORY VOTE ON FREQUENCY. Mgmt 1 Year For
05 SHAREHOLDER PROPOSAL REGARDING SUPERMAJORITY Shr For For
VOTING.
06 SHAREHOLDER PROPOSAL REGARDING LOBBYING CONTRIBUTIONS Shr Against For
& EXPENDITURES.
--------------------------------------------------------------------------------------------------------------------------
ROCHE HOLDING AG Agenda Number: 702770125
--------------------------------------------------------------------------------------------------------------------------
Security: H69293217
Meeting Type: AGM
Meeting Date: 01-Mar-2011
Ticker:
ISIN: CH0012032048
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting No vote
RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
BY CONTACTING YOUR CLIENT REPRESENTATIVE. THANK
YOU
1.1 The Board of Directors proposes that the Annual Non-Voting No vote
Report, Annual Financial Statements and Consolidated
Financial Statements for 2010 be approved
1.2 The Board of Directors proposes that the Remuneration Non-Voting No vote
Report (see Annual Report pages 91-101) be
approved. This document contains the principles
governing the remuneration paid to the Board
of Directors and Corporate Executive Committee
and reports on the amounts paid to the members
of both bodies in 2010. This vote is purely
consultative
2 The Board of Directors proposes that the actions Non-Voting No vote
taken by its members in 2010 be affirmed and
ratified
3 Vote on the appropriation of available earnings Non-Voting No vote
4 Amendment to the articles of incorporation Non-Voting No vote
5.1 The re-election of Prof. Pius Baschera to the Non-Voting No vote
Board for the term as provided by the Articles
of Incorporation
5.2 The re-election of Prof. Bruno Gehrig to the Non-Voting No vote
Board for the term as provided by the Articles
of Incorporation
5.3 The re-election of Mr Lodewijk J.R. de Vink Non-Voting No vote
to the Board for the term as provided by the
Articles of Incorporation
5.4 The re-election of Dr Andreas Oeri to the Board Non-Voting No vote
for the term as provided by the Articles of
Incorporation
5.5 The election of Mr Paul Bulcke to the Board Non-Voting No vote
for the term as provided by the Articles of
Incorporation
5.6 The election of Mr Peter R. Voser to the Board Non-Voting No vote
for the term as provided by the Articles of
Incorporation
5.7 The election of Dr Christoph Franz to the Board Non-Voting No vote
for the term as provided by the Articles of
Incorporation
6 The Board of Directors proposes that KPMG Ltd. Non-Voting No vote
be elected as Statutory Auditors for the 2011
financial year
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF AGENDA. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
ROYAL DUTCH SHELL PLC, LONDON Agenda Number: 702962247
--------------------------------------------------------------------------------------------------------------------------
Security: G7690A100
Meeting Type: AGM
Meeting Date: 17-May-2011
Ticker:
ISIN: GB00B03MLX29
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Adoption of Annual Report & Accounts Mgmt For For
2 Approval of Remuneration Report Mgmt For For
3 Appointment of Linda G Stuntz as a Director Mgmt For For
of the Company
4 Re-appointment of Josef Ackermann as a Director Mgmt For For
of the Company
5 Re-appointment of Malcolm Brinded as a Director Mgmt For For
of the Company
6 Re-appointment of Guy Elliott as a Director Mgmt For For
of the Company
7 Re-appointment of Simon Henry as a Director Mgmt For For
of the Company
8 Re-appointment of Charles O Holliday as a Director Mgmt For For
of the Company
9 Re-appointment of Lord Kerr of Kinlochard as Mgmt For For
a Director of the Company
10 Re-appointment of Gerard Kleisterlee as a Director Mgmt For For
of the Company
11 Re-appointment of Christine Morin-Postel as Mgmt For For
a Director of the Company
12 Re-appointment of Jorma Ollila as a Director Mgmt For For
of the Company
13 Re-appointment of Jeroen Van Der Veer as a Director Mgmt For For
of the Company
14 Re-appointment of Peter Voser as a Director Mgmt For For
of the Company
15 Re-appointment of Hans Wijers as a Director Mgmt For For
of the Company
16 That PricewaterhouseCoopers LLP be re-appointed Mgmt For For
as Auditors of the Company
17 Remuneration of Auditors Mgmt For For
18 Authority to allot shares Mgmt For For
19 Disapplication of pre-emption rights Mgmt For For
20 Authority to purchase own shares Mgmt For For
21 Authority for certain donations and expenditure Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
ROYAL KPN NV Agenda Number: 702811882
--------------------------------------------------------------------------------------------------------------------------
Security: N4297B146
Meeting Type: AGM
Meeting Date: 06-Apr-2011
Ticker:
ISIN: NL0000009082
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BLOCKING WILL NOT APPLY WHEN Non-Voting No vote
THERE IS A RECORD DATE ASSOCIATED
WITH THIS MEETING. THANK YOU
1 Opening and announcements Non-Voting No vote
2 Report by the Board of Management for the financial Non-Voting No vote
year 2010
3 Proposal to adopt the financial statements for Mgmt For For
the financial year 2010
4 Explanation of the financial and dividend policy Non-Voting No vote
5 Proposal to adopt a dividend over the financial Mgmt For For
year 2010
6 Proposal to discharge the members of the Board Mgmt For For
of Management from liability
7 Proposal to discharge the members of the Supervisory Mgmt For For
Board from liability
8 Proposal to appoint the auditor Mgmt For For
9 Proposal to amend the remuneration policy for Mgmt For For
the Board of Management
10 Proposal to amend the remuneration of the Supervisory Mgmt For For
Board
11 Opportunity to make recommendations for the Non-Voting No vote
appointment of a member of the Supervisory
Board
12 Proposal to appoint Mr J.B.M. Streppel as member Mgmt For For
of the Supervisory Board
13 Proposal to appoint Mr M. Bischoff as member Mgmt For For
of the Supervisory Board
14 Proposal to appoint Ms C.M. Hooymans as member Mgmt For For
of the Supervisory Board
15 Information on the composition of the Supervisory Non-Voting No vote
Board going forward
16 Proposal to authorize the Board of Management Mgmt For For
to resolve that the company may acquire its
own shares
17 Proposal to reduce the capital through cancellation Mgmt For For
of own shares
18 Any other business and closure of the meeting Non-Voting No vote
--------------------------------------------------------------------------------------------------------------------------
SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) Agenda Number: 933377106
--------------------------------------------------------------------------------------------------------------------------
Security: 806857108
Meeting Type: Annual
Meeting Date: 06-Apr-2011
Ticker: SLB
ISIN: AN8068571086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: P. CAMUS Mgmt For For
1B ELECTION OF DIRECTOR: P. CURRIE Mgmt For For
1C ELECTION OF DIRECTOR: A. GOULD Mgmt For For
1D ELECTION OF DIRECTOR: T. ISAAC Mgmt For For
1E ELECTION OF DIRECTOR: K.V. KAMATH Mgmt For For
1F ELECTION OF DIRECTOR: N. KUDRYAVTSEV Mgmt For For
1G ELECTION OF DIRECTOR: A. LAJOUS Mgmt For For
1H ELECTION OF DIRECTOR: M.E. MARKS Mgmt For For
1I ELECTION OF DIRECTOR: E. MOLER Mgmt For For
1J ELECTION OF DIRECTOR: L.R. REIF Mgmt For For
1K ELECTION OF DIRECTOR: T.I. SANDVOLD Mgmt For For
1L ELECTION OF DIRECTOR: H. SEYDOUX Mgmt For For
1M ELECTION OF DIRECTOR: P. KIBSGAARD Mgmt For For
1N ELECTION OF DIRECTOR: L.S. OLAYAN Mgmt For For
02 TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE Mgmt For For
COMPENSATION.
03 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year Against
VOTES ON EXECUTIVE COMPENSATION.
04 TO APPROVE THE AMENDMENT TO THE COMPANY'S ARTICLES Mgmt For For
OF INCORPORATION TO INCREASE THE AUTHORIZED
COMMON SHARE CAPITAL.
05 TO APPROVE THE AMENDMENTS TO THE COMPANY'S ARTICLES Mgmt For For
OF INCORPORATION TO CLARIFY THE VOTING STANDARD
IN CONTESTED DIRECTOR ELECTIONS AND TO MAKE
CERTAIN OTHER CHANGES.
06 TO APPROVE THE COMPANY'S FINANCIAL STATEMENTS Mgmt For For
AND DECLARATION OF DIVIDENDS.
07 TO APPROVE THE APPOINTMENT OF THE INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
--------------------------------------------------------------------------------------------------------------------------
SEADRILL LIMITED, HAMILTON Agenda Number: 702591846
--------------------------------------------------------------------------------------------------------------------------
Security: G7945E105
Meeting Type: AGM
Meeting Date: 24-Sep-2010
Ticker:
ISIN: BMG7945E1057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 735476 DUE TO PAST RECORD DATE. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No vote
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE
TO BE LODGED
1 Re-elect John Fredriksen as a Director of the Mgmt Against Against
Company
2 Re-elect Tor Olav Troeim as a Director of the Mgmt Against Against
Company
3 Re-elect Kate Blankenship as a Director of the Mgmt Against Against
Company
4 Re-elect Kjell E. Jacobsen as a Director of Mgmt Against Against
the Company
5 Re-elect Kathrine Fredriksen as a Director of Mgmt Against Against
the Company
6 Re-appoint PricewaterhouseCoopers, as the Auditors Mgmt For For
and authorize the Directors to determine their
remuneration
7 Approve the remuneration of the Company's Board Mgmt For For
of Directors of a total amount of fees not
to exceed USD 650,000 for the YE 31 DEC 2010
--------------------------------------------------------------------------------------------------------------------------
SEMPRA ENERGY Agenda Number: 933398566
--------------------------------------------------------------------------------------------------------------------------
Security: 816851109
Meeting Type: Annual
Meeting Date: 13-May-2011
Ticker: SRE
ISIN: US8168511090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: ALAN L. BOECKMANN Mgmt For For
1B ELECTION OF DIRECTOR: JAMES G. BROCKSMITH JR. Mgmt For For
1C ELECTION OF DIRECTOR: DONALD E. FELSINGER Mgmt For For
1D ELECTION OF DIRECTOR: WILFORD D. GODBOLD JR. Mgmt For For
1E ELECTION OF DIRECTOR: WILLIAM D. JONES Mgmt For For
1F ELECTION OF DIRECTOR: WILLIAM G. OUCHI Mgmt For For
1G ELECTION OF DIRECTOR: CARLOS RUIZ Mgmt For For
1H ELECTION OF DIRECTOR: WILLIAM C. RUSNACK Mgmt For For
1I ELECTION OF DIRECTOR: WILLIAM P. RUTLEDGE Mgmt For For
1J ELECTION OF DIRECTOR: LYNN SCHENK Mgmt For For
1K ELECTION OF DIRECTOR: NEAL E. SCHMALE Mgmt For For
1L ELECTION OF DIRECTOR: LUIS M. TELLEZ Mgmt For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
04 ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES Mgmt 1 Year For
ON EXECUTIVE COMPENSATION.
05 SHAREHOLDER PROPOSAL TO ALLOW SHAREHOLDER ACTION Shr Against For
BY WRITTEN CONSENT.
06 SHAREHOLDER PROPOSAL REGARDING RETIREMENT BENEFITS. Shr For Against
07 SHAREHOLDER PROPOSAL REGARDING SUSTAINABILITY. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
SIEMENS A G Agenda Number: 702738545
--------------------------------------------------------------------------------------------------------------------------
Security: D69671218
Meeting Type: AGM
Meeting Date: 25-Jan-2011
Ticker:
ISIN: DE0007236101
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC Non-Voting No vote
CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC
ITEMS OF THE AGENDA FOR THE GENERAL MEETING
YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING
RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS
REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT
COMPLIED WITH ANY OF YOUR MANDATORY VOTING
RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN
SECURITIES TRADING ACT (WHPG). SHOULD YOU HAVE
ANY QUESTIONS OR DOUBTS IN THIS REGARD, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT THIS ISSUE CAN BE CLARIFIED. IF YOU
DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT
OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.
PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting No vote
DEPENDING ON SOME SUBCUSTODIANS' PROCESSING
IN THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. To receive and consider the Report of the supervisory Non-Voting No vote
Board, the corporate Governance Report and
the Compensation Report as well as the Compliance
Report for fiscal year 2010
2. To receive and consider the adopted Annual Financial Non-Voting No vote
Statements of Siemens AG and the approved Consolidated
Financial Statements, together with the Combined
Management's Discussion and Analysis of Siemens
AG and the Siemens Group, including the Explanatory
Report on the information required pursuant
to section 289 (4) and (5) and section 315
(4) of the German Code (HGB) as of September
30, 2010
3. To resolve on the allocation of net income of Mgmt For For
siemens AG to pay a dividend
4. To ratify the acts of the members of the Managing Mgmt For For
Board
5. To ratify the acts of the members of the Supervisory Mgmt For For
Board
6. To resolve on the approval of the compensation Mgmt For For
system for Managing Board members
7. To resolve on the appointment of independent Mgmt For For
auditors for the audit of the Annual Financial
Statements and the Consolidated Financial Statements
and for the review of the Interim Financial
Statements
8. To resolve on the authorization to repurchase Mgmt For For
and use Siemens shares and to exclude shareholders'
subscription and tender rights
9. To resolve on the authorization to use derivatives Mgmt For For
in connection with the repurchase of Siemens
shares pursuant to section 71 (1), no. 8, of
the German Corporation Act (AktG), and to exclude
shareholders' subscription and tender rights
10. To resolve on the creation of an Authorized Mgmt For For
Capital 2011 reserved for the issuance to employees
with shareholders' subscription rights excluded,
and related amendments to the Articles of Association
11. To resolve on the adjustment of Supervisory Mgmt For For
Board compensation and the related amendments
to the Articles of Association
12. To resolve on the approval of a profit-and-loss Mgmt For For
transfer agreement between Siemens AG and a
subsidiary
13. To resolve on the authorization of the managing Mgmt For For
Board to issue convertible bonds and/or warrant
bonds and exclude shareholders' subscription
rights, and to resolve on the creation of a
Conditional Capital 2011 and related amendments
to the Articles of Association
14. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shr Against For
Resolution on an amendment to section 2 of
the Articles of Association of Siemens AG
--------------------------------------------------------------------------------------------------------------------------
TAKEDA PHARMACEUTICAL COMPANY LIMITED Agenda Number: 703128745
--------------------------------------------------------------------------------------------------------------------------
Security: J8129E108
Meeting Type: AGM
Meeting Date: 24-Jun-2011
Ticker:
ISIN: JP3463000004
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting No vote
1. Approve Appropriation of Retained Earnings Mgmt For For
2.1 Appoint a Director Mgmt For For
2.2 Appoint a Director Mgmt For For
2.3 Appoint a Director Mgmt For For
2.4 Appoint a Director Mgmt For For
2.5 Appoint a Director Mgmt For For
2.6 Appoint a Director Mgmt For For
2.7 Appoint a Director Mgmt For For
2.8 Appoint a Director Mgmt For For
3. Appoint a Corporate Auditor Mgmt For For
4. Approve Payment of Bonuses to Directors Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
TELE2 AB Agenda Number: 702969544
--------------------------------------------------------------------------------------------------------------------------
Security: W95878117
Meeting Type: AGM
Meeting Date: 16-May-2011
Ticker:
ISIN: SE0000314312
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 788656 DUE TO CHANGE IN VOTING STATUS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting No vote
ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK
YOU
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No vote
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE
TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
1 Opening of the Meeting Non-Voting No vote
2 Election of lawyer Wilhelm Luning as Chairman Non-Voting No vote
of the Annual General Meeting
3 Preparation and approval of the voting list Non-Voting No vote
4 Approval of the agenda Non-Voting No vote
5 Election of one or two persons to check and Non-Voting No vote
verify the minutes
6 Determination of whether the Annual General Non-Voting No vote
Meeting has been duly convened
7 Statement by the Chairman of the Board on the Non-Voting No vote
work of the Board of Directors
8 Presentation by the Chief Executive Officer Non-Voting No vote
9 Presentation of Annual Report, Auditors' Report Non-Voting No vote
and the consolidated financial statements and
the auditors' report on the consolidated financial
statements
10 Resolution on the adoption of the income statement Mgmt For For
and Balance Sheet and of the consolidated income
statement and the consolidated Balance Sheet
11 Resolution on the proposed treatment of the Mgmt For For
Company's unappropriated earnings or accumulated
loss as stated in the adopted Balance Sheet
12 Resolution on the discharge of liability of Mgmt For For
the directors of the Board and the Chief Executive
Officer
13 Determination of the number of directors of Mgmt For For
the Board
14 Determination of the remuneration to the directors Mgmt For For
of the Board and the auditor
15 The Nomination Committee proposes, for the period Mgmt For For
until the close of the next Annual General
Meeting, the re-election of Mia Brunell Livfors,
John Hepburn, Mike Parton, John Shakeshaft,
Cristina Stenbeck, Lars Berg, Erik Mitteregger
and Jere Calmes as directors of the Board.
The Nomination Committee proposes that the
Annual General Meeting shall re-elect Mike
Parton as Chairman of the Board of Directors.
Furthermore, it is proposed that the Board
of Directors at the Constituent Board Meeting
appoints an Audit Committee and a Remuneration
Committee within the Board of Directors. The
Nomination Committee's motivated opinion regarding
proposal of the Board of Directors is available
at the Company's website, www.tele2.com
16 Approval of the procedure of the Nomination Mgmt For For
Committee
17 Resolution regarding Guidelines for remuneration Mgmt For For
to the senior executives
18a Resolution regarding incentive programme comprising Mgmt For For
the following resolution: adoption of an incentive
programme
18b Resolution regarding incentive programme comprising Mgmt For For
the following resolution: authorisation to
resolve to issue Class C shares
18c Resolution regarding incentive programme comprising Mgmt For For
the following resolution: authorisation to
resolve to repurchase own Class C shares
18d Resolution regarding incentive programme comprising Mgmt For For
the following resolution: transfer of own Class
B shares
19 Resolution to authorise the Board of Directors Mgmt For For
to resolve on repurchase of own shares
20 Resolution on amendment of the Articles of Association Mgmt For For
21 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Shareholder's proposal to resolve
up on appointing an independent examiner to
investigate the Company's customer policy in
accordance with Chapter 10, Section 21 of the
Companies Act
22 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Shareholder's proposal to resolve
up on appointing an independent examiner to
investigate the Company's investor relations
policy in accordance with Chapter 10, Section
21 of the Companies Act
23 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Shareholder's proposal to establish
a customer ombudsman function
24 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Shareholder's proposal regarding
an annual evaluation of the Company's "work
with gender equality and ethnicity"
25 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Shareholder's proposal regarding
"separate General Meetings"
26 Closing of the Meeting Non-Voting No vote
--------------------------------------------------------------------------------------------------------------------------
TELEFON AB L M ERICSSON Agenda Number: 702842015
--------------------------------------------------------------------------------------------------------------------------
Security: W26049119
Meeting Type: AGM
Meeting Date: 13-Apr-2011
Ticker:
ISIN: SE0000108656
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting No vote
ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK
YOU
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No vote
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE
TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
1 The Nomination Committee proposes the Chairman Non-Voting No vote
of the Board of Directors, Michael Treschow,
be elected Chairman of the Meeting
2 Preparation and approval of the voting list Non-Voting No vote
3 Approval of the agenda of the Meeting Non-Voting No vote
4 Determination whether the Meeting has been properly Non-Voting No vote
convened
5 Election of two persons approving the minutes Non-Voting No vote
6 Presentation of the annual report, the auditors' Non-Voting No vote
report, the consolidated accounts, the auditors'
report on the consolidated accounts and the
auditors' presentation of the audit work during
2010
7 The President's speech and questions by the Non-Voting No vote
shareholders to the Board of Directors and
the management
8.1 Resolution with respect to: adoption of the Mgmt For For
income statement and the balance sheet, the
consolidated income statement and the consolidated
balance sheet
8.2 Resolution with respect to: discharge of liability Mgmt For For
for the members of the Board of Directors and
the President
8.3 The Board of Directors proposes a dividend of Mgmt For For
SEK 2.25 per share and Monday, April 18, 2011,
as record date for dividend. Assuming this
date will be the record day, Euroclear Sweden
AB is expected to disburse dividends on Thursday,
April 21, 2010
9.1 The number of Board members to be elected by Mgmt For For
the Meeting shall remain twelve and no Deputy
Directors be elected
9.2 The fees to the non-employed Board members and Mgmt For For
to the non-employed members of the Committees
to the Board of Directors elected by the Meeting
be paid as follows: SEK 3,750,000 to the Chairman
of the Board of Directors (unchanged); SEK
825,000 each to the other Board members (previously
SEK 750,000); SEK 350,000 to the Chairman of
the Audit Committee (unchanged); SEK 250,000
each to the other members of the Audit Committee
(unchanged); SEK 200,000 each to the Chairmen
of the Finance and the Remuneration Committee
(previously SEK 125,000); and SEK 175,000 each
to the other members of the Finance and the
Remuneration Committee (previously SEK 125,000).
Fees in the form of synthetic shares: The Nomination
Committee proposes the Directors should be
offered, on unchanged terms, the possibility
to receive part of the fees in respect of their
Board assignment (however, not in respect of
committee work) in the form of synthetic shares.
A synthetic share signifies a right to receive
future payment of an amount corresponding to
the market price of a share of series B in
the Company on NASDAQ OMX Stockholm at the
time of payment. The following principal terms
and conditions shall apply. A nominated Director
shall have the possibility of choosing to receive
the fee in respect of his or her Board assignment,
according to the following four alternatives:
25 percent in cash – 75 percent in synthetic
shares; 50 percent in cash – 50 percent
in synthetic shares; 75 percent in cash –
25 percent in synthetic shares; and 100 percent
in cash. The number of synthetic shares allocated
to the Director shall be based on a volume
weighted average of the market price of shares
of series B on NASDAQ OMX Stockholm during
the five trading days immediately following
the publication of the Company's interim report
for the first quarter of 2011. The synthetic
shares are vested during the term of office,
with 25 percent per quarter of the year. The
synthetic shares entail a right to receive
payment, following the publication of Ericsson's
year-end financial statement in 2016, of a
cash amount per synthetic share corresponding
to the market price of shares of series B in
the Company at the time of payment. Dividend
in respect of shares of series B in the Company,
which the General Meeting of Shareholders has
resolved on during the holding period, shall
be disbursed at the same time as the cash amount.
Should the Director's assignment to the Board
of Directors come to an end not later than
during the third calendar year after the year
in which the General Meeting of Shareholders
resolved on allocation of the synthetic shares,
payment may take place the year after the assignment
came to an end. The number of synthetic shares
may be subject to recalculation in the event
of bonus issues, split, rights issues and similar
measures, under the terms and conditions of
the synthetic shares. The intention is that
the Company's future commitment to pay with
regard to the synthetic shares, as set out
above, should be hedged by the Company, either
through repurchased own shares which are sold
on the market in connection with payments to
the Directors or through a hedging agreement
with a bank. Due to the hedging measures, the
financial difference for the Company, should
all Directors receive part of their fees in
the form of synthetic shares compared with
the fees being paid in cash only, is assessed
to be very limited
9.3 Chairman of the Board of Directors: The Nomination Mgmt For For
Committee proposes Leif Johansson be elected
new Chairman of the Board of Directors (Michael
Treschow, presently Chairman of the Board,
has declined re-election). Other members of
the Board of Directors: The Nomination Committee
proposes re-election of Roxanne S. Austin,
Sir Peter L. Bonfield, Borje Ekholm, Ulf J.
Johansson, Sverker Martin-Lof, Nancy McKinstry,
Anders Nyr n, Carl-Henric Svanberg, Hans Vestberg
and Michelangelo Volpi and election of Jacob
Wallenberg as new Board member (Marcus Wallenberg
has declined re-election)
9.4 Procedure on appointment of the Nomination Committe Mgmt For For
and determination of the assignment of the
Committee: The Nomination Committee proposes
a procedure on appointment of the Nomination
Committee, in substance as follows: The Company
shall have a Nomination Committee of no less
than five members. One member shall be the
chairman of the Board of Directors. Based on
the shareholding statistics the Company receives
from Euroclear Sweden AB as per the last bank
day of the month in which the Annual General
Meeting is held, the Nomination Committee shall,
without unnecessary delay, identify the four
largest shareholders by voting power of the
Company. As soon as reasonably feasible, the
Nomination Committee shall, in a suitable manner,
contact the identified four largest shareholders
and request them, within reasonable time considering
the circumstances, however not exceeding 30
days, to provide in writing to the Nomination
Committee the name of the person the shareholder
wish to appoint member of the Nomination Committee.
The chairman of the Nomination Committee shall
be the member that represents the largest shareholder(s)
by voting power, provided the Nomination Committee
does not unanimously resolve to appoint another
member, appointed by a shareholder, chairman
of the Nomination Committee. In case a shareholder
considers its shareholding in the Company is
of such significance that it justifies a participation
in the Nomination Committee, the shareholder
may inform in writing the Nomination Committee
thereof and in connection hereto adequately
verify its shareholding. Upon receipt of such
a request no later than December 31, and provided
the Nomination Committee considers the reported
shareholding be adequately verified, the Nomination
Committee shall confirm this to the shareholder,
who will then be entitled to appoint a supplemental
member of the Nomination Committee. In case
the Nomination Committee receives a notification
from a shareholder past the date of December
31, no action is required to be taken. The
assignment covers to provide proposals for
chairman at the Annual General Meeting; chairman
of the Board of Directors and other members
of the Board of Directors appointed by the
Annual General Meeting; fees payable to non-employed
members of the Board of Directors; and fees
payable to the auditors as well as, when applicable,
election of auditors. Henceforth, no remuneration
shall be paid to the members of the Nomination
Committee. However, the Company shall bear
the reasonable expenses reasonably related
to the assignment of the Nomination Committee
9.5 Fees payable to the members of the Nomination Mgmt For For
Committee: The Nomination Committee proposes
no remuneration be paid to the Nomination Committee
members
9.6 Fees payable to the Auditor: The Nomination Mgmt For For
Committee proposes, like previous years, the
Auditor fees be paid against approved account
9.7 Election of Auditor: The Nomination Committee Mgmt For For
proposes PricewaterhouseCoopers be appointed
Auditor for the period as of the end of the
Annual General Meeting 2011 until the end of
the Annual General Meeting 2012
10 Guidelines for remuneration to senior management: Mgmt For For
The Board of Directors proposes the Annual
General Meeting resolves on the following guidelines
for remuneration and other employment terms
for the senior management for the period up
to the 2012 Annual General Meeting. The guidelines
proposed do not comprise any material changes
compared to the principles resolved by the
2010 Annual General Meeting. 2011 Remuneration
Policy: Remuneration at Ericsson is based on
the principles of performance, competitiveness
and fairness. These principles and good practice
in Sweden guide our policy to: Attract and
retain highly competent, performing and motivated
people that have the ability, experience and
skill to deliver on the Ericsson strategy;
Encourage behavior consistent with Ericsson's
culture and core values of professionalism,
respect and perseverance; Ensure fairness in
reward by delivering total remuneration that
is appropriate but not excessive; Ensure a
total compensation mix of fixed and variable
remuneration and benefits that reflects the
Company's principles and is competitive where
Ericsson competes for talent; Encourage variable
remuneration which, first, aligns employees
with clear and relevant targets, second, reinforces
performance and, third, enables flexible remuneration
costs; Ensure that all variable remuneration
plans have maximum award and vesting limits;
Encourage employees to deliver sustained performance
and build up a personal shareholding in Ericsson,
aligning the interests of shareholders and
employees; Communicate clearly to both employees
and shareholders how Ericsson translates remuneration
principles and policy into practice. Group
Management: For Group Management consisting
of the Executive Leadership Team, including
the President and CEO, in the following referred
to as the "Group Management", total remuneration
consists of fixed salary, short- and long-term
variable remuneration, pension and other benefits.
Furthermore, the following guidelines apply
for Group Management: Variable remuneration
is through cash and stock-based programs awarded
against specific business targets derived from
the long term business plan approved by the
Board of Directors. Targets may include financial
targets at either corporate or unit level,
operational targets, employee motivation targets
and customer satisfaction targets; With the
current composition of Group Management, the
Company's cost during 2011 for the variable
remuneration of Group Management can, at a
constant share price, amount to between 0 and
150 percent of the aggregate fixed salary cost,
all excluding social security costs; All benefits,
including pension benefits, follow the competitive
practice in the home country taking total compensation
into account. The retirement age is normally
60 to 65 years of age; By way of exception,
additional arrangements can be made when deemed
required. Such additional arrangement shall
be limited in time and shall not exceed a period
of 36 months and two times the remuneration
that the individual concerned would have received
had no additional arrangement been made; The
mutual notice period may be no more than six
months. Upon termination of employment by the
Company, severance pay amounting to a maximum
of 18 months fixed salary is paid. Notice of
termination given by the employee due to significant
structural changes, or other events that in
a determining manner affect the content of
work or the condition for the position, is
equated with notice of termination served by
the Company
11.1 Implementation of the Stock Purchase Plan: All Mgmt For For
employees within the Ericsson Group, except
for what is mentioned in the fourth paragraph
below, will be offered to participate in the
Stock Purchase Plan. Employees who participate
in the Stock Purchase Plan shall, during a
12 month period from the implementation of
the plan, be able to invest up to 7.5 percent
of gross fixed salary in shares of series B
in the Company on NASDAQ OMX Stockholm or in
ADSs on NASDAQ. The CEO shall have the right
to invest up to 10 percent of gross fixed salary
and 10 percent of short term variable remuneration
for purchase of shares. If the purchased shares
are retained by the employee for three years
from the investment date and the employment
with the Ericsson Group continues during that
time, the employee will be given a corresponding
number of shares of series B or ADSs, free
of consideration. Participation in the Stock
Purchase Plan presupposes that such participation
is legally possible in the various jurisdictions
concerned and that the administrative costs
and financial efforts are reasonable in the
opinion of the Company
11.2 Transfer of treasury stock for the Stock Purchase Mgmt For For
Plan: a) Transfer of treasury stock to employees
Transfer of no more than 9,800,000 shares of
series B in the Company may occur on the following
terms and conditions: The right to acquire
shares shall be granted to such persons within
the Ericsson Group covered by the terms and
conditions of the Stock Purchase Plan. Furthermore,
subsidiaries within the Ericsson Group shall
have the right to acquire shares, free of consideration,
and such subsidiaries shall be obligated to
immediately transfer, free of consideration,
shares to their employees covered by the terms
and conditions of the Stock Purchase Plan;
The employee shall have the right to receive
shares during the period when the employee
is entitled to receive shares pursuant to the
terms and conditions of the Stock Purchase
Plan, i.e. during the period from November
2011 up to and including November 2015; Employees
covered by the terms and conditions of the
Stock Purchase Plan shall receive shares of
series B in the Company, free of consideration.
b) Transfer of treasury stock on an exchange
The Company shall have the right to, prior
to the Annual General Meeting in 2012, transfer
no more than 1,900,000 shares of series B in
the Company, in order to cover certain expenses,
mainly social security payments. Transfer of
the shares shall be effected on NASDAQ OMX
Stockholm at a price within the at each time
prevailing price interval for the share
11.3 Equity Swap Agreement with third party in relation Mgmt Against Against
to the Stock Purchase Plan: In the event that
the required majority is not reached under
item 11.2 above, the financial exposure of
the Stock Purchase Plan shall be hedged by
the Company entering into an equity swap agreement
with a third party, under which the third party
shall, in its own name, acquire and transfer
shares in the Company to employees covered
by the Stock Purchase Plan
11.4 Implementation of the Key Contributor Retention Mgmt For For
Plan: In addition to the regular matching of
one share pursuant to the Stock Purchase Plan
described above, up to 10 percent of the employees
(presently approximately 9,000) are selected
as key contributors and will be offered an
additional matching of shares, free of consideration,
within the Key Contributor Retention Plan.
If the shares purchased in accordance with
the terms and conditions of the Stock Purchase
Plan are retained by an employee for three
years from the investment date and the employment
with the Ericsson Group continues during that
time, the employee will be entitled to an additional
matching share, free of consideration, for
every share purchased, in addition to the regular
matching of one share. Participation in the
Key Contributor Retention Plan presupposes
that such participation is legally possible
in the various jurisdictions concerned and
that the administrative costs and financial
efforts are reasonable in the opinion of the
Company. The Board of Directors shall however
be entitled, but not obligated, to arrange
for an alternative cash plan for key contributors
in specific jurisdictions, should any of the
aforementioned presuppositions prove not to
be at hand. Such alternative cash plan shall,
as far as practical correspond to the terms
and conditions of the Key Contributor Retention
Plan
11.5 Transfer of treasury stock for the Key Contributor Mgmt For For
Retention Plan: a) Transfer of treasury stock
to employees Transfer of no more than 6,100,000
shares of series B in the Company may occur
on the following terms and conditions; The
right to acquire shares shall be granted to
such persons within the Ericsson Group covered
by the terms and conditions of the Key Contributor
Retention Plan. Furthermore, subsidiaries within
the Ericsson Group shall have the right to
acquire shares, free of consideration, and
such subsidiaries shall be obligated to immediately
transfer, free of consideration, shares to
their employees covered by the terms and conditions
of the Key Contributor Retention Plan; The
employee shall have the right to receive shares
during the period when the employee is entitled
to receive shares pursuant to the terms and
conditions of the Key Contributor Retention
Plan, i.e. during the period from November
2011 up to and including November 2015; Employees
covered by the terms and conditions of the
Key Contributor Retention Plan shall receive
shares of series B in the Company, free of
consideration. b) Transfer of treasury stock
on an exchange The Company shall have the right
to, prior to the Annual General Meeting in
2012, transfer no more than 1,200,000 shares
of series B in the Company, in order to cover
certain expenses, mainly social security payments.
Transfer of the shares shall be effected on
NASDAQ OMX Stockholm at a price within the
at each time prevailing price interval for
the share
11.6 Equity Swap Agreement with third party in relation Mgmt Against Against
to the Contributor Retention Plan: In the event
that the required majority is not reached under
item 11.5 above, the financial exposure of
the Key Contributor Retention Plan shall be
hedged by the Company entering into an equity
swap agreement with a third party, under which
the third party shall, in its own name, acquire
and transfer shares in the Company to employees
covered by the Key Contributor Retention Plan
11.7 Implementation of the Executive Performance Mgmt For For
Stock Plan: In addition to the regular matching
of shares pursuant to the Stock Purchase Plan
described above, senior managers, up to 0.5
percent of employees (presently approximately
450, although it is anticipated that the number
of participants will be significantly lower)
will be offered an additional matching of shares,
free of consideration, within the Executive
Performance Stock Plan. If the shares purchased
in accordance with the terms and conditions
of the Stock Purchase Plan are retained by
an employee for three years from the investment
date and the employment with the Ericsson Group
continues during that time, the employee will
be entitled to the following matching of shares,
free of consideration, in addition to the regular
matching of one share: The President may be
entitled to an additional performance match
of up to nine shares for each one purchased
; Other senior managers may be entitled to
an additional performance match of up to either
four or six shares for each one purchased;
The nomination of senior managers will be on
the basis of position, seniority and performance
at the discretion of the Remuneration Committee,
which will approve participation and matching
share opportunity. The terms and conditions
of the additional performance match under the
Executive Performance Stock Plan will be based
on the outcome of three targets, which are
independent of each other and have equal weighting:
Up to one third of the award shall vest provided
the compound annual growth rate (CAGR) of consolidated
net sales between year 0 (2010 financial year)
and year 3 (2013 financial year) is between
4 and 10 percent. Matching will begin at a
threshold level of 4 percent CAGR and increase
on a linear scale to full vesting of this third
of the award at 10 percent CAGR; Up to one
third of the award shall vest provided the
compound annual growth rate (CAGR) of consolidated
operating income between year 0 (2010 financial
year) and year 3 (2013 financial year) is between
5 and 15 percent. Income from joint ventures
and restructuring charges will be included
though restructuring charges for 2010 will
be excluded. Matching will begin at a threshold
level of 5 percent CAGR and increase on a linear
scale to full vesting of this third of the
award at 15 percent CAGR; Up to one third of
the award will be based on the cash conversion
during each of the years during the performance
period, calculated as cash flow from operating
activities divided by net income reconciled
to cash. One ninth of the total award will
vest for any year, i.e. financial years 2011,
2012 and 2013, if cash conversion is at or
above 70 percent. The Board of Directors considers
that long-term value creation will be reflected
in the success of these targets, aligning executives
with long-term shareholder interests. There
will be no allocation of shares if none of
the threshold levels have been achieved, i.e.
CAGR is less than 4 percent for net sales and
less than 5 percent for operating income, and
a 70 percent cash conversion has not been achieved
during the performance period. The minimum
matching at the threshold levels is 0. The
maximum number of performance matching shares
- 4 shares, 6 shares and 9 shares respectively
- will be allocated if the maximum performance
levels of CAGR of 10 percent for net sales
and 15 percent for operating income have been
achieved, or exceeded, and a cash conversion
of 70 percent or more has been achieved each
year during the period.Before the number of
performance shares to be matched are finally
determined, the Board of Directors shall examine
whether the performance matching is reasonable
considering the Company's financial results
and position, conditions on the stock market
and other circumstances, and if not, as determined
by the Board of Directors, reduce the number
of performance shares to be matched to the
lower number of shares deemed appropriate by
the Board of Directors. When undertaking its
evaluation of performance outcomes the Board
of Directors will consider, in particular,
the impact of larger acquisitions, divestitures,
the creation of joint ventures and any other
significant capital event on the three targets
on a case by case basis
11.8 Transfer of treasury stock for the Executive Mgmt For For
Performance Stock Plan: a) Transfer of treasury
stock to employees: Transfer of no more than
3,500,000 shares of series B in the Company
may occur on the following terms and conditions:
The right to acquire shares shall be granted
to such persons within the Ericsson Group covered
by the terms and conditions of the Executive
Performance Stock Plan. Furthermore, subsidiaries
within the Ericsson Group shall have the right
to acquire shares, free of consideration, and
such subsidiaries shall be obligated to immediately
transfer, free of consideration, shares to
their employees covered by the terms and conditions
of the Executive Performance Stock Plan; The
employee shall have the right to receive shares
during the period when the employee is entitled
to receive shares pursuant to the terms and
conditions of the Executive Performance Stock
Plan, i.e. during the period from November
2011 up to and including November 2015; Employees
covered by the terms and conditions of the
Executive Performance Stock Plan shall receive
shares of series B in the Company, free of
consideration. b) Transfer of treasury stock
on an exchange:The Company shall have the right
to, prior to the Annual General Meeting in
2012, transfer no more than 900,000 shares
of series B in the Company, in order to cover
certain expenses, mainly social security payments.
Transfer of the shares shall be effected on
NASDAQ OMX Stockholm at a price within the
at each time prevailing price interval for
the share
11.9 Equity Swap Agreement with third party in relation Mgmt Against Against
to the Executive Performance Stock Plan: In
the event that the required majority is not
reached under item 11.8 above, the financial
exposure of the Executive Performance Stock
Plan shall be hedged by the Company entering
into an equity swap agreement with a third
party, under which the third party shall, in
its own name, acquire and transfer shares in
the Company to employees covered by the Executive
Performance Stock Plan. Majority rules: The
resolutions of the Annual General Meeting implementation
of the three plans according to items 11.1,
11.4 and 11.7 above require that more than
half of the votes cast at the General Meeting
approve the proposals. The General Meeting's
resolutions on transfers of treasury stock
to employees and on an exchange according to
items 11.2, 11.5 and 11.8 above, shall be adopted
as one resolution for each of the three items,
and require that shareholders representing
at least nine-tenths of the votes cast as well
as the shares represented at the General Meeting
approve the proposals. A valid resolution in
accordance with the proposals for an equity
swap agreement under items 11.3, 11.6 and 11.9
above requires that more than half of the votes
cast at the General Meeting approve the proposals.
Description of ongoing variable remuneration
programs: The Company's ongoing variable remuneration
programs are described in detail in the Annual
Report 2010 in the note to the Consolidated
Financial Statements, Note C29 and on the Company's
website. The Remuneration Report published
in the Annual Report outlines how the Company
implements its remuneration policy in line
with corporate governance best practice
12 The Board of Directors' proposal for resolution Mgmt For For
on transfer of treasury stock in relation to
the resolutions on the Long-Term Variable Remuneration
Programs 2007, 2008, 2009 and 2010: Background:
The Extraordinary General Meeting 2007 as well
as the Annual General Meetings 2008, 2009 and
2010 resolved on a right for the Company to
transfer in total not more than 14,280,0003
shares of series B in the Company on a stock
exchange to cover certain payments, mainly
social security charges, that may occur in
relation to the Long-Term Variable Remuneration
Programs 2007, 2008, 2009 and 2010. Each resolution
has for legal reasons only been valid up to
the following Annual General Meeting. Resolutions
on transfer of treasury stock for the purpose
of the above mentioned plan and programs have
therefore been repeated at the subsequent Annual
General Meeting. In accordance with the resolutions
on transfer of in total not more than 14,280,000
shares, 504,800 shares of series B have been
transferred up to March 1, 2011. Proposal:
The Board of Directors proposes that the Annual
General Meeting resolve that the Company shall
have the right to transfer, prior to the Annual
General Meeting 2012, not more than 13,775,200
shares of series B in the Company, or the lower
number of shares of series B, which as per
April 13, 2011 remains of the original 14,280,000
shares, for the purpose of covering certain
payments, primarily social security charges
that may occur in relation to the Long-Term
Variable Remuneration Programs 2007, 2008,
2009 and 2010. Transfer of shares shall be
effected on NASDAQ OMX Stockholm at a price
within the, at each time, prevailing price
interval for the share. Majority rules: The
resolution of the Annual General Meeting on
a transfer of treasury stock requires that
shareholders holding at least two-thirds of
the votes cast as well as the shares represented
at the Meeting vote in favor of the proposal
13 The Board of Directors' proposal for resolution Mgmt For For
on amendment of the Articles of Association:
The Board of Directors proposes the Articles
of Association (Article 2) be amended to adjust
the description of the object's of the Company
to the Company's strategy to expand into new
industry segments, such as governments, health
industry, transport, utilities and mobile money
as specified
14 Resolution on Einar Hellbom's proposal for the Mgmt For For
Meeting to delegate to the Board of Directors
to review how shares are to be given equal
voting rights and to present a proposal to
that effect at the next Annual General Meeting
15 Close of the Meeting Non-Voting No vote
--------------------------------------------------------------------------------------------------------------------------
TELIASONERA AB, STOCKHOLM Agenda Number: 702846847
--------------------------------------------------------------------------------------------------------------------------
Security: W95890104
Meeting Type: AGM
Meeting Date: 06-Apr-2011
Ticker:
ISIN: SE0000667925
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING
INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No vote
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN
OF EACH BENEFICIAL OWNER NAME, ADDRESS AND
SHARE POSITION TO YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED
IN ORDER FOR YOUR VOTE TO BE LODGED
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting No vote
ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK
YOU
0 Opening of the annual general meeting Non-Voting No vote
1 Election of Chairperson of the meeting: Claes Non-Voting No vote
Beyer, Attorney-at-law
2 Preparation and approval of voting register Non-Voting No vote
3 Adoption of agenda Non-Voting No vote
4 Election of two persons to check the meeting Non-Voting No vote
minutes along with the chairperson
5 Confirmation that the meeting has been duly Non-Voting No vote
and properly convened
6 Presentation of the Annual Report and Auditor's Non-Voting No vote
Report, Consolidated Financial Statements
and Group Auditor's Report for 2010. Speech
by President and CEO Lars Nyberg in connection
herewith and a description of the Board of
Directors work during 2010
7 Resolution to adopt the Income Statement, Balance Mgmt For For
Sheet, Consolidated Statement of Comprehensive
Income and Consolidated Statement of Financial
Position for 2010
8 Resolution concerning appropriation of the Company's Mgmt For For
profits as per the adopted Balance Sheet
and setting of record date for the stock dividend
9 Resolution concerning discharging of members Mgmt For For
of the Board of Directors and the President
from personal liability towards the Company
for the administration of the Company
in 2010
10 Resolution concerning number of board members Mgmt For For
and deputy board members to be elected by
the Annual General Meeting: Eight (8) with
no deputy board members
11 Resolution concerning remuneration to the Board Mgmt For For
of Directors
12 Re-election of Maija-Liisa Friman, Ingrid Jonasson Mgmt For For
Blank, Conny Karlsson, Anders Narvinger,
Timo Peltola, Lars Renstrom, Jon Risfelt and
Per-Arne Sandstrom as the Board of Directors.
The election will be preceded by information
from the Chairperson concerning positions held
in other companies by the candidates
13 Election of chairman of the Board of Directors: Mgmt For For
Anders Narvinger
14 Resolution concerning number of auditors and Mgmt For For
deputy auditors: The number of auditors shall,
until the end of the annual general meeting
2012, be one (1)
15 Resolution concerning remuneration to the auditors Mgmt For For
16 Re-election of PricewaterhouseCoopers until Mgmt For For
the end of the annual general meeting 2012
and election of deputy auditors
17 Election of Nomination Committee: Kristina Ekengren Mgmt For For
(Swedish State), Kari Jarvinen (Finnish
State via Solidium Oy), Thomas Eriksson (Swedbank
Robur Funds), Per Frennberg (Alecta) and
Anders Narvinger (chairman of the Board of
Directors)
18 Proposal regarding guidelines for remuneration Mgmt For For
to the executive management
19 The Board of Directors' proposal for amendment Mgmt For For
in Articles of Association
20 The Board of Directors' proposal for authorization Mgmt For For
to acquire own shares
21.a The Board of Directors' proposal for implementation Mgmt Against Against
of a long-term incentive program 2011/2014
21.b The Board of Directors' proposal for hedging Mgmt Against Against
arrangements for the program
22 The Board of Directors' proposal for reduction Mgmt For For
of the share capital
23.a Matter submitted by the shareholder Torwald Mgmt Against Against
Arvidsson regarding announced proposal
that the annual general meeting shall decide
that a special examinations shall
be done in the following respects: the consequences
of the company's independence and freedom of
action having the Swedish State as owner
23.b Matter submitted by the shareholder Torwald Mgmt Against Against
Arvidsson regarding announced proposal
that the annual general meeting shall decide
that a special examinations shall
be done in the following respects: to what
extent has the current human resourses strategy
harmed the company
23.c Matter submitted by the shareholder Torwald Mgmt Against Against
Arvidsson regarding announced proposal
that the annual general meeting shall decide
that a special examinations shall
be done in the following respects: the risk
that repeated savings obligations will affect
the company's long-term profitability
24 The board does not make any recommendation: Mgmt Against Against
Matter submitted by the shareholder
Torwald Arvidsson regarding announced proposal
that the annual general meeting shall authorize
the Board of Directors to initiate
negotiations regarding a transfer of Skanova
on commercial terms
0 Closing of the annual general meeting Non-Voting No vote
PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION Non-Voting No vote
IN THE TEXT OF RESOLUTION 23B. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
THE CLOROX COMPANY Agenda Number: 933336326
--------------------------------------------------------------------------------------------------------------------------
Security: 189054109
Meeting Type: Annual
Meeting Date: 17-Nov-2010
Ticker: CLX
ISIN: US1890541097
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: DANIEL BOGGAN, JR. Mgmt For For
1B ELECTION OF DIRECTOR: RICHARD H. CARMONA Mgmt For For
1C ELECTION OF DIRECTOR: TULLY M. FRIEDMAN Mgmt For For
1D ELECTION OF DIRECTOR: GEORGE J. HARAD Mgmt For For
1E ELECTION OF DIRECTOR: DONALD R. KNAUSS Mgmt For For
1F ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT Mgmt For For
1G ELECTION OF DIRECTOR: GARY G. MICHAEL Mgmt For For
1H ELECTION OF DIRECTOR: EDWARD A. MUELLER Mgmt For For
1I ELECTION OF DIRECTOR: JAN L. MURLEY Mgmt For For
1J ELECTION OF DIRECTOR: PAMELA THOMAS-GRAHAM Mgmt For For
1K ELECTION OF DIRECTOR: CAROLYN M. TICKNOR Mgmt For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM.
03 APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE Mgmt For For
GOALS UNDER THE COMPANY'S 2005 STOCK INCENTIVE
PLAN.
04 APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE Mgmt For For
GOALS UNDER THE COMPANY'S EXECUTIVE INCENTIVE
COMPENSATION PLAN.
05 STOCKHOLDER PROPOSAL ON INDEPENDENT CHAIRMAN. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
THE GOLDMAN SACHS GROUP, INC. Agenda Number: 933405397
--------------------------------------------------------------------------------------------------------------------------
Security: 38141G104
Meeting Type: Annual
Meeting Date: 06-May-2011
Ticker: GS
ISIN: US38141G1040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: LLOYD C. BLANKFEIN Mgmt For For
1B ELECTION OF DIRECTOR: JOHN H. BRYAN Mgmt For For
1C ELECTION OF DIRECTOR: GARY D. COHN Mgmt For For
1D ELECTION OF DIRECTOR: CLAES DAHLBACK Mgmt For For
1E ELECTION OF DIRECTOR: STEPHEN FRIEDMAN Mgmt For For
1F ELECTION OF DIRECTOR: WILLIAM W. GEORGE Mgmt For For
1G ELECTION OF DIRECTOR: JAMES A. JOHNSON Mgmt For For
1H ELECTION OF DIRECTOR: LOIS D. JULIBER Mgmt For For
1I ELECTION OF DIRECTOR: LAKSHMI N. MITTAL Mgmt For For
1J ELECTION OF DIRECTOR: JAMES J. SCHIRO Mgmt For For
02 ADVISORY VOTE ON EXECUTIVE COMPENSATION MATTERS Mgmt Against Against
(SAY ON PAY)
03 ADVISORY VOTE ON THE FREQUENCY OF SAY ON PAY Mgmt 1 Year For
04 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR OUR 2011 FISCAL YEAR
05 SHAREHOLDER PROPOSAL REGARDING CUMULATIVE VOTING Shr Against For
06 SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREOWNER Shr For Against
MEETINGS
07 SHAREHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION Shr For Against
AND LONG-TERM PERFORMANCE
08 SHAREHOLDER PROPOSAL REGARDING A REPORT ON SENIOR Shr Against For
EXECUTIVE COMPENSATION
09 SHAREHOLDER PROPOSAL REGARDING A REPORT ON CLIMATE Shr Against For
CHANGE RISK DISCLOSURE
10 SHAREHOLDER PROPOSAL REGARDING A REPORT ON POLITICAL Shr Against For
CONTRIBUTIONS
--------------------------------------------------------------------------------------------------------------------------
THE PNC FINANCIAL SERVICES GROUP, INC. Agenda Number: 933382866
--------------------------------------------------------------------------------------------------------------------------
Security: 693475105
Meeting Type: Annual
Meeting Date: 26-Apr-2011
Ticker: PNC
ISIN: US6934751057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: RICHARD O. BERNDT Mgmt For For
1B ELECTION OF DIRECTOR: CHARLES E. BUNCH Mgmt For For
1C ELECTION OF DIRECTOR: PAUL W. CHELLGREN Mgmt For For
1D ELECTION OF DIRECTOR: KAY COLES JAMES Mgmt For For
1E ELECTION OF DIRECTOR: RICHARD B. KELSON Mgmt Against Against
1F ELECTION OF DIRECTOR: BRUCE C. LINDSAY Mgmt For For
1G ELECTION OF DIRECTOR: ANTHONY A. MASSARO Mgmt For For
1H ELECTION OF DIRECTOR: JANE G. PEPPER Mgmt For For
1I ELECTION OF DIRECTOR: JAMES E. ROHR Mgmt For For
1J ELECTION OF DIRECTOR: DONALD J. SHEPARD Mgmt For For
1K ELECTION OF DIRECTOR: LORENE K. STEFFES Mgmt For For
1L ELECTION OF DIRECTOR: DENNIS F. STRIGL Mgmt For For
1M ELECTION OF DIRECTOR: THOMAS J. USHER Mgmt For For
1N ELECTION OF DIRECTOR: GEORGE H. WALLS, JR. Mgmt For For
1O ELECTION OF DIRECTOR: HELGE H. WEHMEIER Mgmt For For
02 RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION Mgmt For For
OF PRICEWATERHOUSECOOPERS LLP AS PNC'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
03 APPROVAL OF 2006 INCENTIVE AWARD PLAN TERMS. Mgmt For For
04 APPROVAL OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
05 RECOMMENDATION FOR THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For
VOTES ON EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
THE TJX COMPANIES, INC. Agenda Number: 933446533
--------------------------------------------------------------------------------------------------------------------------
Security: 872540109
Meeting Type: Annual
Meeting Date: 14-Jun-2011
Ticker: TJX
ISIN: US8725401090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: JOSE B. ALVAREZ Mgmt For For
1B ELECTION OF DIRECTOR: ALAN M. BENNETT Mgmt For For
1C ELECTION OF DIRECTOR: BERNARD CAMMARATA Mgmt For For
1D ELECTION OF DIRECTOR: DAVID T. CHING Mgmt For For
1E ELECTION OF DIRECTOR: MICHAEL F. HINES Mgmt For For
1F ELECTION OF DIRECTOR: AMY B. LANE Mgmt For For
1G ELECTION OF DIRECTOR: CAROL MEYROWITZ Mgmt For For
1H ELECTION OF DIRECTOR: JOHN F. O'BRIEN Mgmt For For
1I ELECTION OF DIRECTOR: WILLOW B. SHIRE Mgmt For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP.
03 TO APPROVE, ON AN ADVISORY BASIS, THE OVERALL Mgmt For For
COMPENSATION OF TJX'S NAMED EXECUTIVE OFFICERS.
04 TO RECOMMEND, ON AN ADVISORY BASIS, THE FREQUENCY Mgmt 1 Year For
OF ADVISORY VOTES ON EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
TIME WARNER CABLE INC Agenda Number: 933403634
--------------------------------------------------------------------------------------------------------------------------
Security: 88732J207
Meeting Type: Annual
Meeting Date: 19-May-2011
Ticker: TWC
ISIN: US88732J2078
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: CAROLE BLACK Mgmt For For
1B ELECTION OF DIRECTOR: GLENN A. BRITT Mgmt For For
1C ELECTION OF DIRECTOR: THOMAS H. CASTRO Mgmt For For
1D ELECTION OF DIRECTOR: DAVID C. CHANG Mgmt For For
1E ELECTION OF DIRECTOR: JAMES E. COPELAND, JR. Mgmt For For
1F ELECTION OF DIRECTOR: PETER R. HAJE Mgmt For For
1G ELECTION OF DIRECTOR: DONNA A. JAMES Mgmt For For
1H ELECTION OF DIRECTOR: DON LOGAN Mgmt For For
1I ELECTION OF DIRECTOR: N.J. NICHOLAS, JR. Mgmt For For
1J ELECTION OF DIRECTOR: WAYNE H. PACE Mgmt For For
1K ELECTION OF DIRECTOR: EDWARD D. SHIRLEY Mgmt For For
1L ELECTION OF DIRECTOR: JOHN E. SUNUNU Mgmt For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 APPROVAL OF THE TIME WARNER CABLE INC. 2011 Mgmt For For
STOCK INCENTIVE PLAN
04 APPROVAL OF THE ADVISORY RESOLUTION ON EXECUTIVE Mgmt For For
COMPENSATION
05 ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For
VOTES ON EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------------------------------------------------
UNION PACIFIC CORPORATION Agenda Number: 933408189
--------------------------------------------------------------------------------------------------------------------------
Security: 907818108
Meeting Type: Annual
Meeting Date: 05-May-2011
Ticker: UNP
ISIN: US9078181081
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: A.H. CARD, JR. Mgmt For For
1B ELECTION OF DIRECTOR: E.B. DAVIS, JR. Mgmt For For
1C ELECTION OF DIRECTOR: T.J. DONOHUE Mgmt For For
1D ELECTION OF DIRECTOR: A.W. DUNHAM Mgmt For For
1E ELECTION OF DIRECTOR: J.R. HOPE Mgmt For For
1F ELECTION OF DIRECTOR: C.C. KRULAK Mgmt For For
1G ELECTION OF DIRECTOR: M.R. MCCARTHY Mgmt For For
1H ELECTION OF DIRECTOR: M.W. MCCONNELL Mgmt For For
1I ELECTION OF DIRECTOR: T.F. MCLARTY III Mgmt For For
1J ELECTION OF DIRECTOR: S.R. ROGEL Mgmt For For
1K ELECTION OF DIRECTOR: J.H. VILLARREAL Mgmt For For
1L ELECTION OF DIRECTOR: J.R. YOUNG Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
03 AN ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY Mgmt For For
ON PAY").
04 AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE Mgmt 1 Year For
ADVISORY VOTES ON EXECUTIVE COMPENSATION ("SAY
ON FREQUENCY").
5A COMPANY PROPOSAL TO AMEND THE COMPANY'S ARTICLES Mgmt For For
OF INCORPORATION TO REDUCE SHAREHOLDER VOTING
REQUIREMENTS RELATED TO: ACTIONS ADVERSELY
AFFECTING PREFERRED STOCK.
5B COMPANY PROPOSAL TO AMEND THE COMPANY'S ARTICLES Mgmt For For
OF INCORPORATION TO REDUCE SHAREHOLDER VOTING
REQUIREMENTS RELATED TO: REMOVAL OF DIRECTORS.
5C COMPANY PROPOSAL TO AMEND THE COMPANY'S ARTICLES Mgmt For For
OF INCORPORATION TO REDUCE SHAREHOLDER VOTING
REQUIREMENTS RELATED TO: CHANGING THE AUTHORIZED
AMOUNT OF CAPITAL STOCK.
06 SHAREHOLDER PROPOSAL REGARDING AN INDEPENDENT Shr Against For
DIRECTOR TO SERVE AS CHAIRMAN OF THE BOARD
IF PROPERLY PRESENTED AT THE ANNUAL MEETING.
--------------------------------------------------------------------------------------------------------------------------
UNITED TECHNOLOGIES CORPORATION Agenda Number: 933375722
--------------------------------------------------------------------------------------------------------------------------
Security: 913017109
Meeting Type: Annual
Meeting Date: 13-Apr-2011
Ticker: UTX
ISIN: US9130171096
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: LOUIS R. CHENEVERT Mgmt For For
1B ELECTION OF DIRECTOR: JOHN V. FARACI Mgmt For For
1C ELECTION OF DIRECTOR: JEAN-PIERRE GARNIER Mgmt For For
1D ELECTION OF DIRECTOR: JAMIE S. GORELICK Mgmt For For
1E ELECTION OF DIRECTOR: EDWARD A. KANGAS Mgmt For For
1F ELECTION OF DIRECTOR: ELLEN J. KULLMAN Mgmt For For
1G ELECTION OF DIRECTOR: CHARLES R. LEE Mgmt For For
1H ELECTION OF DIRECTOR: RICHARD D. MCCORMICK Mgmt For For
1I ELECTION OF DIRECTOR: HAROLD MCGRAW III Mgmt For For
1J ELECTION OF DIRECTOR: RICHARD B. MYERS Mgmt For For
1K ELECTION OF DIRECTOR: H. PATRICK SWYGERT Mgmt For For
1L ELECTION OF DIRECTOR: ANDRE VILLENEUVE Mgmt For For
1M ELECTION OF DIRECTOR: CHRISTINE TODD WHITMAN Mgmt For For
02 APPOINTMENT OF THE FIRM OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT AUDITOR
03 APPROVAL OF AMENDMENT TO 2005 LONG-TERM INCENTIVE Mgmt For For
PLAN
04 ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE Mgmt For For
OFFICERS
05 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE Mgmt 1 Year
ON COMPENSATION OF NAMED EXECUTIVE OFFICERS
06 SHAREOWNER PROPOSAL CONCERNING ADDITIONAL SHARE Shr For Against
RETENTION REQUIREMENT FOR SENIOR EXECUTIVES
--------------------------------------------------------------------------------------------------------------------------
UNITEDHEALTH GROUP INCORPORATED Agenda Number: 933414295
--------------------------------------------------------------------------------------------------------------------------
Security: 91324P102
Meeting Type: Annual
Meeting Date: 23-May-2011
Ticker: UNH
ISIN: US91324P1021
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: WILLIAM C. BALLARD, JR. Mgmt For For
1B ELECTION OF DIRECTOR: RICHARD T. BURKE Mgmt For For
1C ELECTION OF DIRECTOR: ROBERT J. DARRETTA Mgmt For For
1D ELECTION OF DIRECTOR: STEPHEN J. HEMSLEY Mgmt For For
1E ELECTION OF DIRECTOR: MICHELE J. HOOPER Mgmt For For
1F ELECTION OF DIRECTOR: RODGER A. LAWSON Mgmt For For
1G ELECTION OF DIRECTOR: DOUGLAS W. LEATHERDALE Mgmt For For
1H ELECTION OF DIRECTOR: GLENN M. RENWICK Mgmt For For
1I ELECTION OF DIRECTOR: KENNETH I. SHINE, M.D. Mgmt For For
1J ELECTION OF DIRECTOR: GAIL R. WILENSKY, PH.D. Mgmt For For
02 APPROVAL, BY A NON-BINDING ADVISORY VOTE, OF Mgmt For For
EXECUTIVE COMPENSATION.
03 RECOMMENDATION, BY A NON-BINDING ADVISORY VOTE, Mgmt 1 Year For
OF THE FREQUENCY OF HOLDING A SAY-ON-PAY VOTE.
04 APPROVAL OF THE UNITEDHEALTH GROUP 2011 INCENTIVE Mgmt For For
STOCK PLAN.
05 APPROVAL OF AN AMENDMENT TO THE UNITEDHEALTH Mgmt For For
GROUP 1993 EMPLOYEE STOCK PURCHASE PLAN TO
INCREASE THE NUMBER OF SHARES OF COMMON STOCK
ISSUABLE THEREUNDER.
06 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR
THE YEAR ENDING DECEMBER 31, 2011.
--------------------------------------------------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC. Agenda Number: 933387830
--------------------------------------------------------------------------------------------------------------------------
Security: 92343V104
Meeting Type: Annual
Meeting Date: 05-May-2011
Ticker: VZ
ISIN: US92343V1044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: RICHARD L. CARRION Mgmt For For
1B ELECTION OF DIRECTOR: M. FRANCES KEETH Mgmt For For
1C ELECTION OF DIRECTOR: ROBERT W. LANE Mgmt For For
1D ELECTION OF DIRECTOR: LOWELL C. MCADAM Mgmt For For
1E ELECTION OF DIRECTOR: SANDRA O. MOOSE Mgmt For For
1F ELECTION OF DIRECTOR: JOSEPH NEUBAUER Mgmt For For
1G ELECTION OF DIRECTOR: DONALD T. NICOLAISEN Mgmt For For
1H ELECTION OF DIRECTOR: CLARENCE OTIS, JR. Mgmt For For
1I ELECTION OF DIRECTOR: HUGH B. PRICE Mgmt For For
1J ELECTION OF DIRECTOR: IVAN G. SEIDENBERG Mgmt For For
1K ELECTION OF DIRECTOR: RODNEY E. SLATER Mgmt For For
1L ELECTION OF DIRECTOR: JOHN W. SNOW Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
03 ADVISORY VOTE RELATED TO EXECUTIVE COMPENSATION Mgmt For For
04 ADVISORY VOTE RELATED TO FUTURE VOTES ON EXECUTIVE Mgmt 1 Year For
COMPENSATION
05 DISCLOSE PRIOR GOVERNMENT SERVICE Shr Against For
06 PERFORMANCE STOCK UNIT PERFORMANCE THRESHOLDS Shr For Against
07 CUMULATIVE VOTING Shr Against For
08 SHAREHOLDER RIGHT TO CALL A SPECIAL MEETING Shr For Against
--------------------------------------------------------------------------------------------------------------------------
VODAFONE GROUP PLC Agenda Number: 933299681
--------------------------------------------------------------------------------------------------------------------------
Security: 92857W209
Meeting Type: Annual
Meeting Date: 27-Jul-2010
Ticker: VOD
ISIN: US92857W2098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO RECEIVE THE COMPANY'S ACCOUNTS AND REPORTS Mgmt For For
OF THE DIRECTORS AND THE AUDITORS FOR THE YEAR
ENDED 31 MARCH 2010
02 TO RE-ELECT SIR JOHN BOND AS A DIRECTOR (MEMBER Mgmt For For
OF THE NOMINATIONS AND GOVERNANCE COMMITTEE)
03 TO RE-ELECT JOHN BUCHANAN AS A DIRECTOR (MEMBER Mgmt For For
OF THE AUDIT COMMITTEE, MEMBER OF THE NOMINATIONS
AND GOVERNANCE COMMITTEE)
04 TO RE-ELECT VITTORIO COLAO AS A DIRECTOR Mgmt For For
05 TO RE-ELECT MICHEL COMBES AS A DIRECTOR Mgmt For For
06 TO RE-ELECT ANDY HALFORD AS A DIRECTOR Mgmt For For
07 TO RE-ELECT STEPHEN PUSEY AS A DIRECTOR Mgmt For For
08 TO RE-ELECT ALAN JEBSON AS A DIRECTOR (MEMBER Mgmt For For
OF THE AUDIT COMMITTEE)
09 TO RE-ELECT SAMUEL JONAH AS A DIRECTOR (MEMBER Mgmt For For
OF THE REMUNERATION COMMITTEE)
10 TO RE-ELECT NICK LAND AS A DIRECTOR (MEMBER Mgmt For For
OF THE AUDIT COMMITTEE)
11 TO RE-ELECT ANNE LAUVERGEON AS A DIRECTOR (MEMBER Mgmt For For
OF THE AUDIT COMMITTEE)
12 TO RE-ELECT LUC VANDEVELDE AS A DIRECTOR (MEMBER Mgmt For For
OF THE NOMINATIONS AND GOVERNANCE COMMITTEE,
MEMBER OF THE REMUNERATION COMMITTEE)
13 TO RE-ELECT ANTHONY WATSON AS A DIRECTOR (MEMBER Mgmt For For
OF THE REMUNERATION COMMITTEE)
14 TO RE-ELECT PHILIP YEA AS A DIRECTOR (MEMBER Mgmt For For
OF THE REMUNERATION COMMITTEE)
15 TO APPROVE A FINAL DIVIDEND OF 5.65P PER ORDINARY Mgmt For For
SHARE
16 TO APPROVE THE REMUNERATION REPORT Mgmt For For
17 TO RE-APPOINT DELOITTE LLP AS AUDITORS Mgmt For For
18 TO AUTHORISE THE AUDIT COMMITTEE TO DETERMINE Mgmt For For
THE REMUNERATION OF THE AUDITORS
19 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For
S20 TO AUTHORISE THE DIRECTORS TO DIS-APPLY PRE-EMPTION Mgmt For For
RIGHTS (SPECIAL RESOLUTION)
S21 TO AUTHORISE THE COMPANY'S TO PURCHASE ITS OWN Mgmt For For
SHARES (SECTION 701, COMPANIES ACT 2006) (SPECIAL
RESOLUTION)
S22 TO ADOPT NEW ARTICLES OF ASSOCIATION (SPECIAL Mgmt For For
RESOLUTION)
S23 TO AUTHORISE THE CALLING OF A GENERAL MEETING Mgmt For For
OTHER THAN AN ANNUAL GENERAL MEETING ON NOT
LESS THAN 14 CLEAR DAYS' NOTICE (SPECIAL RESOLUTION)
24 TO APPROVE THE CONTINUED OPERATION OF THE VODAFONE Mgmt For For
SHARE INCENTIVE PLAN.
--------------------------------------------------------------------------------------------------------------------------
WAL-MART STORES, INC. Agenda Number: 933425236
--------------------------------------------------------------------------------------------------------------------------
Security: 931142103
Meeting Type: Annual
Meeting Date: 03-Jun-2011
Ticker: WMT
ISIN: US9311421039
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: AIDA M. ALVAREZ Mgmt For For
1B ELECTION OF DIRECTOR: JAMES W. BREYER Mgmt For For
1C ELECTION OF DIRECTOR: M. MICHELE BURNS Mgmt For For
1D ELECTION OF DIRECTOR: JAMES I. CASH, JR. Mgmt For For
1E ELECTION OF DIRECTOR: ROGER C. CORBETT Mgmt For For
1F ELECTION OF DIRECTOR: DOUGLAS N. DAFT Mgmt For For
1G ELECTION OF DIRECTOR: MICHAEL T. DUKE Mgmt For For
1H ELECTION OF DIRECTOR: GREGORY B. PENNER Mgmt For For
1I ELECTION OF DIRECTOR: STEVEN S REINEMUND Mgmt For For
1J ELECTION OF DIRECTOR: H. LEE SCOTT, JR. Mgmt For For
1K ELECTION OF DIRECTOR: ARNE M. SORENSON Mgmt For For
1L ELECTION OF DIRECTOR: JIM C. WALTON Mgmt For For
1M ELECTION OF DIRECTOR: S. ROBSON WALTON Mgmt For For
1N ELECTION OF DIRECTOR: CHRISTOPHER J. WILLIAMS Mgmt For For
1O ELECTION OF DIRECTOR: LINDA S. WOLF Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For
ACCOUNTANTS
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For
VOTES ON EXECUTIVE COMPENSATION
05 GENDER IDENTITY NON-DISCRIMINATION POLICY Shr Against For
06 POLITICAL CONTRIBUTIONS REPORT Shr Against For
07 SPECIAL SHAREOWNER MEETINGS Shr For Against
08 REQUIRE SUPPLIER(S) TO PUBLISH AN ANNUAL SUSTAINABILITY Shr Against For
REPORT
09 CLIMATE CHANGE RISK DISCLOSURE Shr Against For
--------------------------------------------------------------------------------------------------------------------------
WELLS FARGO & COMPANY Agenda Number: 933389151
--------------------------------------------------------------------------------------------------------------------------
Security: 949746101
Meeting Type: Annual
Meeting Date: 03-May-2011
Ticker: WFC
ISIN: US9497461015
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: JOHN D. BAKER II Mgmt For For
1B ELECTION OF DIRECTOR: JOHN S. CHEN Mgmt For For
1C ELECTION OF DIRECTOR: LLOYD H. DEAN Mgmt For For
1D ELECTION OF DIRECTOR: SUSAN E. ENGEL Mgmt For For
1E ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR. Mgmt For For
1F ELECTION OF DIRECTOR: DONALD M. JAMES Mgmt For For
1G ELECTION OF DIRECTOR: MACKEY J. MCDONALD Mgmt For For
1H ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN Mgmt For For
1I ELECTION OF DIRECTOR: NICHOLAS G. MOORE Mgmt For For
1J ELECTION OF DIRECTOR: PHILIP J. QUIGLEY Mgmt Against Against
1K ELECTION OF DIRECTOR: JUDITH M. RUNSTAD Mgmt For For
1L ELECTION OF DIRECTOR: STEPHEN W. SANGER Mgmt For For
1M ELECTION OF DIRECTOR: JOHN G. STUMPF Mgmt For For
1N ELECTION OF DIRECTOR: SUSAN G. SWENSON Mgmt For For
02 PROPOSAL TO APPROVE AN ADVISORY RESOLUTION TO Mgmt For For
APPROVE THE NAMED EXECUTIVES' COMPENSATION.
03 ADVISORY PROPOSAL ON THE FREQUENCY OF FUTURE Mgmt 1 Year For
ADVISORY VOTES REGARDING NAMED EXECUTIVES'
COMPENSATION.
04 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt For For
AS INDEPENDENT AUDITORS FOR 2011.
05 STOCKHOLDER PROPOSAL REGARDING AN AMENDMENT Shr For Against
TO THE COMPANY'S BY-LAWS TO ALLOW HOLDERS OF
10% OF THE COMPANY'S COMMON STOCK TO CALL SPECIAL
MEETINGS OF STOCKHOLDERS.
06 STOCKHOLDER PROPOSAL TO PROVIDE FOR CUMULATIVE Shr Against For
VOTING IN CONTESTED DIRECTOR ELECTIONS.
07 STOCKHOLDER PROPOSAL REGARDING THE ADOPTION Shr For Against
OF A POLICY TO REQUIRE AN INDEPENDENT CHAIRMAN.
08 STOCKHOLDER PROPOSAL REGARDING AN ADVISORY VOTE Shr Against For
ON DIRECTOR COMPENSATION.
09 STOCKHOLDER PROPOSAL REGARDING AN INVESTIGATION Shr For Against
AND REPORT ON INTERNAL CONTROLS FOR MORTGAGE
SERVICING OPERATIONS.
* Management position unknown
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) Dividend Builder Portfolio
By (Signature) /s/ Judith A. Saryan
Name Judith A. Saryan
Title President
Date 08/17/2011