| UNITED STATES | OMB APPROVAL |
| SECURITIES AND EXCHANGE COMMISSION | OMB Number: 3235-0582 |
| Expires: January 31, 2015 | |
| Estimated average burden hours per response......7.2 |
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-21410
The Weitz Funds | |||
(Exact name of registrant as specified in charter) | |||
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1125 South 103rd Street, Suite 200, Omaha NE | 68124 | ||
(Address of principal executive offices) | (Zip code) | ||
| |||
Wallace R. Weitz, President | |||
| |||
The Weitz Funds | |||
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1125 South 103rd Street, Suite 200, Omaha, NE 68124 | |||
(Name and address of agent for service) | |||
Registrant’s telephone number, including area code: | 402-391-1980 |
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| ||||
Date of fiscal year end: | 3/31/13 |
| ||
| ||||
Date of reporting period: | 6/30/13 |
| ||
Item 1. Proxy Voting Record.
Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:
(a) The name of the issuer of the portfolio security;
(b) The exchange ticker symbol of the portfolio security;
(c) The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security;
(d) The shareholder meeting date;
(e) A brief identification of the matter voted on;
(f) Whether the matter was proposed by the issuer or by a security holder;
(g) Whether the registrant cast its vote on the matter;
(h) How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and
(i) Whether the registrant cast its vote for or against management.
The following Funds of The Weitz Funds had no voting records to report during this period:
Government Money Market Fund
Nebraska Tax-Free Income Fund
Fund Name |
| Fund Cusip |
| Ticker |
| Cusip |
| Company Name |
| Meeting Date |
| Meeting Type |
| Proposal |
| Presenter |
| Management |
| Voted |
| Weitz Vote |
BALANCED FUND |
| 94904P104 |
| DELL |
| 24702R101 |
| DELL, INC. |
| 7/13/2012 |
| Annual |
| 1. DIRECTORS RECOMMENDED: JAMES W. BREYER, DONALD J. CARTY, JANET F. CLARK, LAURA CONIGLIARO, MICHAEL S. DELL, KENNETH M. DUBERSTEIN, WILLIAM H. GRAY, III, GERALD J. KLEISTERLEE, KLAUS S. LUFT, ALEX J. MANDL, SHANTANU NARAYEN, AND H. ROSS PEROT, JR. |
| M |
| FOR |
| YES |
| FOR |
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| 2. RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS LLP AS DELL’S INDEPENDENT AUDITOR FOR FISCAL 2013 |
| M |
| FOR |
| YES |
| FOR |
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| 3. APPROVAL, ON AN ADVISORY BASIS, OF DELL’S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT |
| M |
| FOR |
| YES |
| FOR |
|
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| 4. APPROVAL OF THE DELL INC. 2012 LONG-TERM INCENTIVE PLAN |
| M |
| FOR |
| YES |
| FOR |
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BALANCED FUND |
| 94904P104 |
| EXP |
| 26969P108 |
| EAGLE MATERIALS, INC. |
| 8/7/2012 |
| ANNUAL |
| 1. ELECTION OF DIRECTORS: F. WILLIAM BARNETT, ED H. BOWMAN, AND DAVID W. QUINN |
| M |
| FOR |
| YES |
| FOR |
|
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| 2. ADVISORY RESOLUTION REGARDING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
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| 3. TO APPROVE THE EXPECTED APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR 2013. |
| M |
| FOR |
| YES |
| FOR |
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|
BALANCED FUND |
| 94904P104 |
| LINTA |
| 53071M104 |
| LIBERTY MEDIA CORPORATION - INTERACTIVE |
| 8/8/2012 |
| ANNUAL |
| 1. A PROPOSAL (THE TRACKING STOCK PROPOSAL) TO AMEND AND RESTATE OUR CERTIFICATE OF INCORPORATION TO CREATE A NEW TRACKING STOCK TO BE DESIGNATED THE LIBERTY VENTURES COMMON STOCK AND TO MAKE CERTAIN CONFORMING CHANGES TO OUR EXISTING LIBERTY INTERACTIVE COMMON STOCK. |
| M |
| FOR |
| YES |
| FOR |
|
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| 2. A PROPOSAL TO AUTHORIZE THE ADJOURNMENT OF THE ANNUAL MEETING BY LIBERTY INTERACTIVE CORPORATION TO PERMIT FURTHER SOLICITATION OF PROXIES, IF NECESSARY OR APPROPRIATE, IF SUFFICIENT VOTES ARE NOT REPRESENTED AT THE ANNUAL MEETING TO APPROVE THE TRACKING STOCK PROPOSAL. |
| M |
| FOR |
| YES |
| FOR |
|
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|
| 3. DIRECTORS RECOMMENDED: MICHAEL A. GEORGE, GREGORY B. MAFFEI, AND M. LAVOY ROBISON |
| M |
| FOR |
| YES |
| FOR |
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| 4. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. |
| M |
| FOR |
| YES |
| FOR |
|
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|
BALANCED FUND |
| 94904P104 |
| DEO |
| 25243Q205 |
| DIAGEO PLC |
| 10/17/2012 |
| ANNUAL |
| 1. REPORT AND ACCOUNTS 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
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|
| 2. DIRECTORS’ REMUNERATION REPORT 2012. |
| M |
| FOR |
| YES |
| FOR |
|
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| 3. DECLARATION OF FINAL DIVIDEND. |
| M |
| FOR |
| YES |
| FOR |
|
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| 4. RE-ELECTION OF PB BRUZELIUS AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
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| 5. RE-ELECTION OF LM DANON AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
|
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| 6. RE-ELECTION OF LORD DAVIES AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION(CHAIRMAN OF THE COMMITTEE)) |
| M |
| FOR |
| YES |
| FOR |
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| 7. RE-ELECTION OF BD HOLDEN AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
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| 8. RE-ELECTION OF DR FB HUMER AS A DIRECTOR. (NOMINATION COMMITTEE (CHAIRMAN OF THE COMMITTEE)) |
| M |
| FOR |
| YES |
| FOR |
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| 9. RE-ELECTION OF D MAHLAN AS A DIRECTOR. (EXECUTIVE COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
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| 10. RE-ELECTION OF PG SCOTT AS A DIRECTOR. (AUDIT(CHAIRMAN OF THE COMMITTEE), NOMINATION, REMUNERATION COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
|
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| 11. RE-ELECTION OF HT STITZER AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
|
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| 12. RE-ELECTION OF PS WALSH AS A DIRECTOR. (EXECUTIVE COMMITTEE(CHAIRMAN OF THE COMMITTEE)) |
| M |
| FOR |
| YES |
| FOR |
|
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|
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| 13. ELECTION OF HO KWONPING AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
|
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|
| 14. ELECTION OF IM MENEZES AS A DIRECTOR. (EXECUTIVE COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
|
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| 15. RE-APPOINTMENT OF AUDITOR. |
| M |
| FOR |
| YES |
| FOR |
|
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| 16. REMUNERATION OF AUDITOR. |
| M |
| FOR |
| YES |
| FOR |
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| 17. AUTHORITY TO ALLOT SHARES. |
| M |
| FOR |
| YES |
| FOR |
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| 18. DISAPPLICATION OF PRE-EMPTION RIGHTS. |
| M |
| FOR |
| YES |
| FOR |
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| 19. AUTHORITY TO PURCHASE OWN ORDINARY SHARES. |
| M |
| FOR |
| YES |
| FOR |
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| 20. AUTHORITY TO MAKE POLITICAL DONATIONS AND/OR TO INCUR POLITICAL EXPENDITURE IN THE EU. |
| M |
| FOR |
| YES |
| FOR |
|
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| 21. REDUCED NOTICE OF A GENERAL MEETING OTHER THAN AN ANNUAL GENERAL MEETING. |
| M |
| FOR |
| YES |
| FOR |
|
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|
BALANCED FUND |
| 94904P104 |
| MSFT |
| 594918104 |
| MICROSOFT CORPORATION |
| 11/28/2012 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: STEVEN A. BALLMER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
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|
|
| 2. ELECTION OF DIRECTOR: DINA DUBLON |
| M |
| FOR |
| YES |
| FOR |
|
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|
| 3. ELECTION OF DIRECTOR: WILLIAM H. GATES III |
| M |
| FOR |
| YES |
| FOR |
|
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|
|
| 4. ELECTION OF DIRECTOR: MARIA M. KLAWE |
| M |
| FOR |
| YES |
| FOR |
|
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|
| 5. ELECTION OF DIRECTOR: STEPHEN J. LUCZO |
| M |
| FOR |
| YES |
| FOR |
|
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|
| 6. ELECTION OF DIRECTOR: DAVID F. MARQUARDT |
| M |
| FOR |
| YES |
| FOR |
|
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|
|
| 7. ELECTION OF DIRECTOR: CHARLES H. NOSKI |
| M |
| FOR |
| YES |
| FOR |
|
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| 8. ELECTION OF DIRECTOR: HELMUT PANKE |
| M |
| FOR |
| YES |
| FOR |
|
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| 9. ELECTION OF DIRECTOR: JOHN W. THOMPSON |
| M |
| FOR |
| YES |
| FOR |
|
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| 10. ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
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|
|
|
|
| 11. APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
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|
|
| 12. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2013 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
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|
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|
|
| 13. SHAREHOLDER PROPOSAL - ADOPT CUMULATIVE VOTING |
| S |
| AGAINST |
| YES |
| AGAINST |
|
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|
BALANCED FUND |
| 94904P104 |
| ACN |
| G1151C101 |
| ACCENTURE PLC |
| 2/6/2013 |
| Annual |
| 1. ACCEPTANCE, IN A NON-BINDING VOTE, OF THE FINANCIAL STATEMENTS FOR THE TWELVE MONTH PERIOD ENDED AUGUST 31, 2012 AS PRESENTED |
| M |
| FOR |
| YES |
| FOR |
|
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| 2. RE-APPOINTMENT OF THE DIRECTORS: WILLIAM L. KIMSEY, ROBERT I. LIPP, PIERRE NANTERME, GILLES C. PELISSON, AND WULF VON SCHIMMELMANN |
| M |
| FOR |
| YES |
| FOR |
|
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| 3. RATIFICATION, IN A NON-BINDING VOTE, OF APPOINTMENT OF KPMG AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR AND AUTHORIZATION, IN A BINDING VOTE, OF THE BOARD, ACTING THROUGH THE AUDIT COMMITTEE, TO DETERMINE KPMG’S REMUNERATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVAL, IN A NON-BINDING VOTE, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
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|
|
| 5. APPROVAL OF AN AMENDMENT TO THE ACCENTURE PLC 2010 SHARE INCENTIVE PLAN |
| M |
| FOR |
| YES |
| FOR |
|
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| 6. AUTHORIZATION TO HOLD THE 2014 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ACCENTURE PLC AT A LOCATION OUTSIDE OF IRELAND |
| M |
| FOR |
| YES |
| FOR |
|
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| 7. AUTHORIZATION OF ACCENTURE TO MAKE OPEN-MARKET PURCHASES OF ACCENTURE PLC CLASS A ORDINARY SHARES |
| M |
| FOR |
| YES |
| FOR |
|
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| 8. DETERMINATION OF THE PRICE RANGE AT WHICH ACCENTURE PLC CAN RE-ISSUE SHARES THAT IT ACQUIRES AS TREASURY STOCK |
| M |
| FOR |
| YES |
| FOR |
|
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| 9. SHAREHOLDER PROPOSAL: REPORT ON LOBBYING PRACTICES |
| S |
| AGAINST |
| YES |
| AGAINST |
|
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|
BALANCED FUND |
| 94904P104 |
| DIS |
| 254687106 |
| THE WALT DISNEY COMPANY |
| 3/6/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: SUSAN E. ARNOLD, JOHN S. CHEN, JUDITH L. ESTRIN, ROBERT A. IGER, FRED H. LANGHAMMER, AYLWIN B. LEWIS, MONICA C. LOZANO, ROBERT W. MATSCHULLAT, SHERYL K. SANDBERG, AND ORIN C. SMITH |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
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|
|
| 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S REGISTERED PUBLIC ACCOUNTANTS FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
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| 3. TO APPROVE THE TERMS OF THE COMPANY’S AMENDED AND RESTATED 2002 EXECUTIVE PERFORMANCE PLAN, AS AMENDED. |
| M |
| FOR |
| YES |
| FOR |
|
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|
|
| 4. TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
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|
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| 5. TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO PROXY ACCESS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
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| 6. TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO FUTURE SEPARATION OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
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|
|
BALANCED FUND |
| 94904P104 |
| TXN |
| 882508104 |
| TEXAS INSTRUMENTS INCORPORATED |
| 4/18/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: R.W. BABB, JR., M.A. BLINN, D.A. CARP, C.S. COX, P.H. PATSLEY, R.E. SANCHEZ, W.R. SANDERS, R.J. SIMMONS, R.K. TEMPLETON, AND C.T. WHITMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
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|
|
| 2. BOARD PROPOSAL REGARDING ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
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|
BALANCED FUND |
| 94904P104 |
| WFC |
| 949746101 |
| WELLS FARGO & COMPANY |
| 4/23/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: JOHN D. BAKER II, ELAINE L. CHAO, JOHN S. CHEN, LLOYD H. DEAN, SUSAN E. ENGEL, ENRIQUE HERNANDEZ, JR., DONALD M. JAMES, CYNTHIA H. MILLIGAN, FEDERICO F. PENA, HOWARD V. RICHARDSON, JUDITH M. RUNSTAD, STEPHEN W. SANGER, JOHN G. STUMPF, AND SUSAN G. SWENSON |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
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|
| 2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. PROPOSAL TO APPROVE THE COMPANY’S AMENDED AND RESTATED LONG-TERM INCENTIVE COMPENSATION PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. STOCKHOLDER PROPOSAL TO ADOPT A POLICY REQUIRING AN INDEPENDENT CHAIRMAN. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. STOCKHOLDER PROPOSAL TO PROVIDE A REPORT ON THE COMPANY’S LOBBYING POLICIES AND PRACTICES. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. STOCKHOLDER PROPOSAL TO REVIEW AND REPORT ON INTERNAL CONTROLS OVER THE COMPANY’S MORTGAGE SERVICING AND FORECLOSURE PRACTICES. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| 94904P104 |
| FLIR |
| 302445101 |
| FLIR SYSTEMS, INC. |
| 4/26/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: JOHN D. CARTER, MICHAEL T. SMITH, AND JOHN W. WOOD, JR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE AMENDMENTS TO THE COMPANY’S SECOND RESTATED ARTICLES OF INCORPORATION TO ELIMINATE CLASSIFICATION OF THE COMPANY’S BOARD OF DIRECTORS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE AMENDMENTS TO THE COMPANY’S SECOND RESTATED ARTICLES OF INCORPORATION TO ADOPT A MAJORITY VOTE STANDARD TO BE USED IN UNCONTESTED DIRECTOR ELECTIONS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| 94904P104 |
| NCMI |
| 635309107 |
| NATIONAL CINEMEDIA, INC. |
| 5/1/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: AMY E. MILES, LEE ROY MITCHELL, AND CRAIG R. RAMSEY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE THE NATIONAL CINEMEDIA, INC. EXECUTIVE PERFORMANCE BONUS PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY APPROVAL OF NATIONAL CINEMEDIA, INC.’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE THE AMENDMENT TO THE NATIONAL CINEMEDIA, INC. 2007 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE AND TO APPROVE PERFORMANCE GOALS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS NATIONAL CINEMEDIA, INC.’S INDEPENDENT AUDITORS FOR THE 2013 FISCAL YEAR ENDING DECEMBER 26, 2013. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE AGAINST” THE FOLLOWING PROPOSAL.” |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. TO CONSIDER A STOCKHOLDER PROPOSAL REGARDING MAJORITY VOTING IN DIRECTOR ELECTIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| 94904P104 |
| UPS |
| 911312106 |
| UNITED PARCEL SERVICE, INC. |
| 5/2/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: F. DUANE ACKERMAN, MICHAEL J. BURNS, D. SCOTT DAVIS, STUART E. EIZENSTAT, MICHAEL L. ESKEW, WILLIAM R. JOHNSON, CANDACE KENDLE, ANN M. LIVERMORE, RUDY H.P. MARKHAM, CLARK T. RANDT, JR., CAROL B. TOME, AND KEVIN M. WARSH |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS UPS’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. SHAREOWNER PROPOSAL ON LOBBYING DISCLOSURE. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. SHAREOWNER PROPOSAL TO REDUCE THE VOTING POWER OF CLASS A STOCK FROM 10 VOTES PER SHARE TO ONE VOTE PER SHARE. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| 94904P104 |
| BRK/A |
| 84670108 |
| BERKSHIRE HATHAWAY, INC. |
| 5/4/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: WARREN E. BUFFETT, CHARLES T. MUNGER, HOWARD G. BUFFETT, STEPHEN B. BURKE, SUSAN L. DECKER, WILLIAM H. GATES III, DAVID S. GOTTESMAN, CHARLOTTE GUYMAN, DONALD R. KEOUGH, THOMAS S. MURPHY, RONALD L. OLSON, WALTER SCOTT, JR., AND MERYL B. WITMER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. SHAREHOLDER PROPOSAL REGARDING GREENHOUSE GAS AND OTHER AIR EMISSIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| 94904P104 |
| LH |
| 50540R409 |
| LABORATORY CORPORATION OF AMERICA HOLDINGS |
| 5/8/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: KERRII B. ANDERSON, JEAN-LUC BELINGARD, DAVID P. KING, WENDY E. LANE, ROBERT E. MITTELSTAEDT, JR., PETER M. NEUPERT, ARTHUR H. RUBENSTEIN, MBBCH, ADAM H. SCHECHTER, M. KEITH WEIKEL, PH.D., AND R. SANDERS WILLIAMS, M.D. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS LABORATORY CORPORATION OF AMERICA HOLDINGS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| 94904P104 |
| CMP |
| 20451N101 |
| COMPASS MINERALS INTERNATIONAL, INC. |
| 5/8/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: ERIC FORD, FRANCIS J. MALECHA, AND PAUL S. WILLIAMS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS COMPASS MINERALS’ INDEPENDENT REGISTERED ACCOUNTING FIRM FOR FISCAL YEAR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| 94904P104 |
| CVS |
| 126650100 |
| CVS CAREMARK CORPORATION |
| 5/9/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: C. DAVID BROWN II, DAVID W. DORMAN, ANNE M. FINUCANE, KRISTEN GIBNEY WILLIAMS, LARRY J. MERLO, JEAN-PIERRE MILLON, RICHARD J. SWIFT, WILLIAM C. WELDON, AND TONY L. WHITE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO RATIFY INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. AMEND THE COMPANY’S 2007 EMPLOYEE STOCK PURCHASE PLAN TO ADD SHARES TO THE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. AMEND THE COMPANY’S CHARTER TO REDUCE VOTING THRESHOLDS IN THE FAIR PRICE PROVISION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS AND EXPENDITURES. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. STOCKHOLDER PROPOSAL REGARDING POLICY ON ACCELERATED VESTING OF EQUITY AWARDS UPON A CHANGE IN CONTROL. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. STOCKHOLDER PROPOSAL REGARDING LOBBYING EXPENDITURES. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| 94904P104 |
| ESRX |
| 30219G108 |
| EXPRESS SCRIPTS HOLDING COMPANY |
| 5/9/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: GARY G. BENANAV, MAURA C. BREEN, WILLIAM J. DELANEY, NICHOLAS J. LAHOWCHIC, THOMAS P. MAC MAHON, FRANK MERGENTHALER, WOODROW A. MYERS, JR., MD, JOHN O. PARKER, JR., GEORGE PAZ, WILLIAM L. ROPER, MD, MPH, SAMUEL K. SKINNER, AND SEYMOUR STERNBERG |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| 94904P104 |
| APA |
| 37411105 |
| APACHE CORPORATION |
| 5/16/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: EUGENE C. FIEDOREK, CHANSOO JOUNG, AND WILLIAM C. MONTGOMERY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF ERNST & YOUNG LLP AS APACHE’S INDEPENDENT AUDITORS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE TO APPROVE THE COMPENSATION OF APACHE’S NAMED EXECUTIVE OFFICERS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVAL OF AMENDMENT TO APACHE’S 2011 OMNIBUS EQUITY COMPENSATION PLAN TO INCREASE THE NUMBER OF SHARES ISSUABLE UNDER THE PLAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. APPROVAL OF AMENDMENT OT APACHE’S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE APACHE’S CLASSIFIED BOARD OF DIRECTORS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| 94904P104 |
| RWT |
| 758075402 |
| REDWOOD TRUST, INC. |
| 5/16/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: RICHARD D. BAUM, MARIANN BYERWALTER, AND JEFFREY T. PERO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. AMENDMENT TO THE COMPANY’S CHARTER TO INCREASE THE NUMBER OF SHARES OF CAPITAL STOCK AUTHORIZED FOR ISSUANCE FROM 165 MILLION SHARES TO 180 MILLION SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. AMENDMENT AND RESTATEMENT OF THE 2002 INCENTIVE PLAN, INCLUDING AN AMENDMENT TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THAT PLAN BY 1,000,000 SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. AMENDMENT TO THE 2002 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR PURCHASE UNDER THAT PLAN BY 150,000 SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| 94904P104 |
| AON |
| 37389103 |
| AON CORPORATION |
| 5/17/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: LESTER B. KNIGHT, GREGORY C. CASE, FULVIO CONTI, CHERYL A. FRANCIS, EDGAR D. JANNOTTA, J. MICHAEL LOSH, ROBERT S. MORRISON, RICHARD B. MYERS, RICHARD C. NOTEBAERT, GLORIA SANTONA, AND CAROLYN Y. WOO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RECEIPT OF AON’S ANNUAL REPORT AND ACCOUNTS, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS FOR THE YEAR ENDED DECEMBER 31, 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS AON’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. RE-APPOINTMENT OF ERNST & YOUNG LLP AS AON’S U.K. STATUTORY AUDITOR UNDER THE COMPANIES ACT 2006. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DETERMINE THE REMUNERATION OF ERNST & YOUNG LLP. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. ADVISORY VOTE TO APPROVE THE DIRECTORS’ REMUNERATION REPORT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. APPROVAL OF THE AON PLC GLOBAL SHARE PURCHASE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| 94904P104 |
| SWN |
| 845467109 |
| SOUTHWESTERN ENERGY COMPANY |
| 5/21/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: JOHN D. GASS, CATHERINE A. KEHR, GREG D. KERLEY, HAROLD M. KORELL, VELLO A. KUUSKRAA, KENNETH R. MOURTON, STEVEN L. MUELLER, ELLIOTT PEW, AND ALAN H. STEVENS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO RATIFY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. PROPOSAL TO APPROVE OUR 2013 INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| 94904P104 |
| OMC |
| 681919106 |
| OMNICOM GROUP INC. |
| 5/21/2013 |
| Annual |
| 1A. ELECTION OF DIRECTOR: JOHN D. WREN |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1B. ELECTION OF DIRECTOR: BRUCE CRAWFORD |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1C. ELECTION OF DIRECTOR: ALAN R. BATKIN |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1D. ELECTION OF DIRECTOR: MARY C. CHOKSI |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1E. ELECTION OF DIRECTOR: ROBERT CHARLES CLARK |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1F. ELECTION OF DIRECTOR: LEONARD S. COLEMAN, JR. |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1G. ELECTION OF DIRECTOR: ERROL M. COOK |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1H. ELECTION OF DIRECTOR: SUSAN S. DENISON |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1I. ELECTION OF DIRECTOR: MICHAEL A. HENNING |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1J. ELECTION OF DIRECTOR: JOHN R. MURPHY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| IK. ELECTION OF DIRECTOR: JOHN R. PURCELL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1L. ELECTION OF DIRECTOR: LINDA JOHNSON RICE |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1M. ELECTION OF DIRECTOR: GARY L. ROUBOS |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE 2013 FISCAL YEAR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. COMPANY PROPOSAL TO APPROVE THE OMNICOM GROUP INC. 2013 INCENTIVE AWARD PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. ADVISORY VOTE ON THE COMPANY’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL REGARDING ANNUAL DISCLOSURE OF EEO-1 DATA. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. SHAREHOLDER PROPOSAL REGARDING STOCK RETENTION. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| 94904P104 |
| VRX |
| 91911K102 |
| VALEANT PHARMACEUTICALS INTERNATIONAL, INC |
| 5/21/2013 |
| ANNUAL |
| 1. DIRECTORS RECOMMENDED: RONALD H. FARMER, ROBERT A. INGRAM, THEO MELAS-KYRIAZI, MASON MORFIT, LAURENCE E. PAUL, MICHAEL PEARSON, ROBERT N. POWER, NORMA A. PROVENCIO, HOWARD B. SCHILLER, LLOYD M. SEGAL, AND KATHERINE B. STEVENSON |
| M |
| FOR |
| NO |
| ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. THE APPROVAL, IN AN ADVISORY RESOLUTION, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION, EXECUTIVE COMPENSATION TABLES AND ACCOMPANYING NARRATIVE DISCUSSIONS CONTAINED IN THE MANAGEMENT PROXY CIRCULAR AND PROXY STATEMENT |
| M |
| FOR |
| NO |
| ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPOINT PRICEWATERHOUSECOOPERS LLP (UNITED STATES) AS THE AUDITORS FOR THE COMPANY TO HOLD OFFICE UNTIL THE CLOSE OF THE 2014 ANNUAL MEETING OF SHAREHOLDERS AND TO AUTHORIZE THE COMPANY’S BOARD OF DIRECTORS TO FIX THE AUDITORS’ REMUNERATION. |
| M |
| FOR |
| NO |
| ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE THE CONTINUANCE OF THE COMPANY FROM THE CANADA BUSINESS CORPORATION ACT TO THE BRITISH COLUMBIA BUSINESS CORPORATIONS ACT. |
| M |
| FOR |
| NO |
| ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| 94904P104 |
| OCR |
| 681904108 |
| OMNICARE, INC. |
| 5/22/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: JAMES D. SHELTON, STEVEN J. HEYER, JOHN L. WORKMAN, AMY WALLMAN, ANDREA R. LINDELL, BARRY SCHOCHET, MARK A. EMMERT, SAM R. LENO, AND JOHN L. BERNBACH. |
| M |
| FOR |
| YES |
| FOR |
�� |
|
|
|
|
|
|
|
|
|
|
|
|
| 2. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| 94904P104 |
| MLM |
| 573284106 |
| MARTIN MARIETTA MATERIALS, INC. |
| 5/23/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: C. HOWARD NYE, LAREE E. PEREZ, AND DENNIS L. REDIKER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO AMEND MARTIN MARIETTA MATERIALS, INC.’S ARTICLES OF INCORPORATION TO PROVIDE FOR MAJORITY VOTING IN DIRECTOR ELECTIONS OTHER THAN CONTESTED ELECTIONS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE COMPENSATION OF MARTIN MARIETTA MATERIALS, INC.’S NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| 94904P104 |
| FIS |
| 31620M106 |
| FIDELITY NATIONAL INFORMATION SERVICES, INC. |
| 5/29/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: STEPHAN A. JAMES, FRANK R. MARTIRE, GARY A. NORCROSS, AND JAMES B. STALLINGS, JR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY VOTE ON FIDELITY NATIONAL INFORMATION SERVICES, INC. EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE FIS 2008 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| 94904P104 |
| FCN |
| 302941109 |
| FTI CONSULTING, INC |
| 6/5/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: BRENDA J. BACON, DENIS J. CALLAGHAN, CLAUDIO COSTAMAGNA, JAMES W. CROWNOVER, JACK B. DUNN, IV, VERNON ELLIS, GERARD E. HOLTHAUS, MARC HOLTZMAN, AND DENNIS J. SHAUGHNESSY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFY THE RETENTION OF KPMG LLP AS FTI CONSULTING, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY (NON-BINDING) VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE PROXY STATEMENT FOR THE 2013 ANNUAL MEETING OF STOCKHOLDERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| 94904P104 |
| GOOG |
| 38259P508 |
| GOOGLE, INC. |
| 6/6/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: LARRY PAGE, SERGEY BRIN, ERIC E. SCHMIDT, L. JOHN DOERR, DIANE B. GREENE, JOHN L. HENNESSY, ANN MATHER, PAUL S. OTELLINI, K. RAM SHRIRAM, AND SHIRLEY M. TILGHMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. A STOCKHOLDER PROPOSAL REGARDING A REPORT ON LEAD BATTERIES IN GOOGLE’S SUPPLY CHAIN, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. A STOCKHOLDER PROPOSAL REGARDING EXECUTIVE STOCK RETENTION, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. A STOCKHOLDER PROPOSAL REGARDING SUCCESSION PLANNING, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| 94904P104 |
| TGT |
| 87612E106 |
| TARGET CORPORATION |
| 6/12/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: ROXANNE S. AUSTIN, DOUGLAS M. BAKER, JR., HENRIQUE DE CASTRO, CALVIN DARDEN, MARY N. DILLON, JAMES A. JOHNSON, MARY E. MINNICK, ANNE M. MULCAHY, DERICA W. RICE, GREGG W. STEINHAFEL, JOHN G. STUMPF, AND SOLOMON D. TRUJILLO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. COMPANY PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, OUR EXECUTIVE COMPENSATION (SAY-ON-PAY”).” |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. SHAREHOLDER PROPOSAL TO ADOPT A POLICY FOR AN INDEPENDENT CHAIRMAN. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL ON ELECTRONICS RECYCLING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| 94904P104 |
| CSTR |
| 19259P300 |
| COINSTAR, INC. |
| 6/27/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: NORA M. DENZEL AND RONALD B. WOODARD |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO OUTERWALL INC. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| ASCMA |
| 43632108 |
| ASCENT MEDIA CORPORATION |
| 7/2/2012 |
| ANNUAL |
| 1. DIRECTORS RECOMMENDED: JOHN C. MALONE AND CARL E. VOGEL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| EXP |
| 26969P108 |
| EAGLE MATERIALS, INC. |
| 8/7/2012 |
| ANNUAL |
| 1. ELECTION OF DIRECTORS: F. WILLIAM BARNETT, ED H. BOWMAN, AND DAVID W. QUINN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY RESOLUTION REGARDING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE THE EXPECTED APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| LCAPA |
| 53071M302 |
| LIBERTY MEDIA CORPORATION - CAPITAL |
| 8/8/2012 |
| ANNUAL |
| 1. DIRECTORS RECOMMENDED: DONNE F. FISHER, GREGORY B. MAFFEI, AND ANDREA L. WONG |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. THE SAY-ON-PAY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. THE SAY-ON-FREQUENCY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY AT WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS. |
| M |
| 3 YEARS |
| YES |
| 3 YEARS |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. A PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2011 INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. A PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2011 NONEMPLOYEE DIRECTOR INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| LINTA |
| 53071M104 |
| LIBERTY MEDIA CORPORATION - INTERACTIVE |
| 8/8/2012 |
| ANNUAL |
| 1. A PROPOSAL (THE TRACKING STOCK PROPOSAL) TO AMEND AND RESTATE OUR CERTIFICATE OF INCORPORATION TO CREATE A NEW TRACKING STOCK TO BE DESIGNATED THE LIBERTY VENTURES COMMON STOCK AND TO MAKE CERTAIN CONFORMING CHANGES TO OUR EXISTING LIBERTY INTERACTIVE COMMON STOCK. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO AUTHORIZE THE ADJOURNMENT OF THE ANNUAL MEETING BY LIBERTY INTERACTIVE CORPORATION TO PERMIT FURTHER SOLICITATION OF PROXIES, IF NECESSARY OR APPROPRIATE, IF SUFFICIENT VOTES ARE NOT REPRESENTED AT THE ANNUAL MEETING TO APPROVE THE TRACKING STOCK PROPOSAL. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. DIRECTORS RECOMMENDED: MICHAEL A. GEORGE, GREGORY B. MAFFEI, AND M. LAVOY ROBISON |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| ICON |
| 454055107 |
| ICONIX BRAND GROUP, INC. |
| 8/15/2012 |
| ANNUAL |
| 1. DIRECTORS RECOMMENDED: NEIL COLE, BARRY EMANUEL, DREW COHEN, F. PETER CUNEO, MARK FRIEDMAN, JAMES A. MARCUM, AND LAURENCE N. CHARNEY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE THE ADOPTION OF THE COMPANY’S AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| TXI |
| 882491103 |
| TEXAS INDUSTRIES, INC. |
| 10/10/2012 |
| ANNUAL |
| 1. ELECTION OF DIRECTORS: JOHN D. BAKER II, MEL G. BREKHUS, EUGENIO CLARIOND, SAM COATS, SEAN P. FOLEY, BERNARD LANIGAN, JR., THOMAS R. RANSDELL, ROBERT D. ROGERS, THOMAS L. RYAN, RONALD G. STEINHART, AND DOROTHY C. WEAVER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITORS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVE THE TEXAS INDUSTRIES, INC. 2004 OMNIBUS EQUITY COMPENSATION PLAN, AS AMENDED AND RESTATED. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. APPROVE THE TEXAS INDUSTRIES, INC. MANAGEMENT DEFERRED COMPENSATION PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| TDG |
| 893641100 |
| TRANSDIGM GROUP INCORPORATED |
| 3/6/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: MERVIN DUNN AND MICHAEL GRAFF |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE (IN AN ADVISORY VOTE) COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2013 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO VOTE ON A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING |
| S |
| ABSTAIN |
| YES |
| WITHHELD |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| SD |
| 80007P307 |
| SANDRIDGE ENERGY, INC. |
| 3/14/2013 |
| Special |
| 1. PROPOSAL MADE BY THE TPG-AXON GROUP TO AMEND SECTION 1 OF ARTICLE III OF THE AMENDED AND RESTATED BYLAWS FO THE COMPANY AS SET FORTH ON ANNEX I TO THE CONSENT STATEMENT ON SCHEDULE 14A FILED BY THE TPG-AXON GROUP TO (i) DE-STAGGER THE BOARD OF DIRECTORS OF THE COMPANY (THE BOARD) BY PROVIDING THAT DIRECTORS WILL BE ELECTED FOR ONE-YEAR TERMS BEGINNING WITH THE 2013 ANNUAL MEETING OF STOCKHOLDERS, (ii) PROVIDE THAT THE SIZE OF THE BOARD MAY BE FIXED BY EITHER A MAJORITY VOTE OF THE BOARD OR VOTE OF THE STOCKHOLDERS, (iii) PROVIDE THAT VACANCIES ON THE BOARD MAY BE FILLED BY THE STOCKHOLDERS OR A MAJORITY VOTE OF THE REMAINING DIRECTORS FO THE BOARD, AND (iv) PROVIDE THAT DIRECTORS MAY BE REMOVED WITH OR WITHOUT CAUSE. |
| S |
| AGAINST |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL MADE BY THE TPG-AXON GROUP TO REMOVE: JIM J. BREWER, EVERETT R. DOBSON, WILLIAM A. GILLILAND, DANIEL W. JORDAN, ROY T. OLIVER, JR., JEFFREY S. SEROTA, AND TOM L. WARD. |
| S |
| AGAINST |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. PROPOSAL MADE BY THE TPG-AXON GROUP TO ELECT: STEPHEN C. BEASLEY, EDWARD W. MONEYPENNY, FREDRIC G. REYNOLDS, PETER H. ROTHSCHILD, DINAKAR SINGH, ALAN J. WEBER, AND DAN A. WESTBROOK. |
| S |
| AGAINST |
| YES |
| FOR |
HICKORY FUND |
| 94904P500 |
| CNA |
| 126117100 |
| CNA FINANCIAL CORPORATION |
| 4/24/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: PAUL J. LISKA, JOSE O. MONTEMAYOR, THOMAS F. MOTAMED, DON M. RANDEL, JOSEPH ROSENBERG, ANDREW H. TISCH, JAMES S. TISCH, AND MARVIN ZONIS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY, NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| FLIR |
| 302445101 |
| FLIR SYSTEMS, INC. |
| 4/26/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: JOHN D. CARTER, MICHAEL T. SMITH, AND JOHN W. WOOD, JR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE AMENDMENTS TO THE COMPANY’S SECOND RESTATED ARTICLES OF INCORPORATION TO ELIMINATE CLASSIFICATION OF THE COMPANY’S BOARD OF DIRECTORS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE AMENDMENTS TO THE COMPANY’S SECOND RESTATED ARTICLES OF INCORPORATION TO ADOPT A MAJORITY VOTE STANDARD TO BE USED IN UNCONTESTED DIRECTOR ELECTIONS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| NCMI |
| 635309107 |
| NATIONAL CINEMEDIA, INC. |
| 5/1/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: AMY E. MILES, LEE ROY MITCHELL, AND CRAIG R. RAMSEY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE THE NATIONAL CINEMEDIA, INC. EXECUTIVE PERFORMANCE BONUS PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY APPROVAL OF NATIONAL CINEMEDIA, INC.’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE THE AMENDMENT TO THE NATIONAL CINEMEDIA, INC. 2007 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE AND TO APPROVE PERFORMANCE GOALS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS NATIONAL CINEMEDIA, INC.’S INDEPENDENT AUDITORS FOR THE 2013 FISCAL YEAR ENDING DECEMBER 26, 2013. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE AGAINST” THE FOLLOWING PROPOSAL.” |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. TO CONSIDER A STOCKHOLDER PROPOSAL REGARDING MAJORITY VOTING IN DIRECTOR ELECTIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| BRO |
| 115236101 |
| BROWN & BROWN, INC. |
| 5/8/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: J. HYATT BROWN, SAMUEL P. BELL, III, HUGH M. BROWN, J. POWELL BROWN, BRADLEY CURREY, JR., THEODORE J. HOEPNER, JAMES S. HUNT, TONI JENNINGS, TIMOTHY R. M. MAIN, H. PALMER PROCTOR, JR., WENDELL S. REILLY, AND CHILTON D. VARNER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS BROWN & BROWN, INC’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| CMP |
| 20451N101 |
| COMPASS MINERALS INTERNATIONAL, INC. |
| 5/8/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: ERIC FORD, FRANCIS J. MALECHA, AND PAUL S. WILLIAMS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS COMPASS MINERALS’ INDEPENDENT REGISTERED ACCOUNTING FIRM FOR FISCAL YEAR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| LH |
| 50540R409 |
| LABORATORY CORPORATION OF AMERICA HOLDINGS |
| 5/8/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: KERRII B. ANDERSON, JEAN-LUC BELINGARD, DAVID P. KING, WENDY E. LANE, ROBERT E. MITTELSTAEDT, JR., PETER M. NEUPERT, ARTHUR H. RUBENSTEIN, MBBCH, ADAM H. SCHECHTER, M. KEITH WEIKEL, PH.D., AND R. SANDERS WILLIAMS, M.D. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS LABORATORY CORPORATION OF AMERICA HOLDINGS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| CMLS |
| 231082108 |
| CUMULUS MEDIA, INC. |
| 5/10/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: LEWIS W. DICKEY, JR., RALPH B. EVERETT, ALEXIS GLICK, JEFFREY A. MARCUS, ARTHUR J. REIMERS, ROBERT H. SHERIDAN, III, AND DAVID M. TOLLEY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY ON WHICH THE COMPANY WILL HOLD ADVISORY VOTES ON THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| RWT |
| 758075402 |
| REDWOOD TRUST, INC. |
| 5/16/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: RICHARD D. BAUM, MARIANN BYERWALTER, AND JEFFREY T. PERO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. AMENDMENT TO THE COMPANY’S CHARTER TO INCREASE THE NUMBER OF SHARES OF CAPITAL STOCK AUTHORIZED FOR ISSUANCE FROM 165 MILLION SHARES TO 180 MILLION SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. AMENDMENT AND RESTATEMENT OF THE 2002 INCENTIVE PLAN, INCLUDING AN AMENDMENT TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THAT PLAN BY 1,000,000 SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. AMENDMENT TO THE 2002 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR PURCHASE UNDER THAT PLAN BY 150,000 SHARES. |
| M |
| FOR |
| YES |
| FOR |
HICKORY FUND |
| 94904P500 |
| AON |
| 37389103 |
| AON CORPORATION |
| 5/17/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: LESTER B. KNIGHT, GREGORY C. CASE, FULVIO CONTI, CHERYL A. FRANCIS, EDGAR D. JANNOTTA, J. MICHAEL LOSH, ROBERT S. MORRISON, RICHARD B. MYERS, RICHARD C. NOTEBAERT, GLORIA SANTONA, AND CAROLYN Y. WOO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RECEIPT OF AON’S ANNUAL REPORT AND ACCOUNTS, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS FOR THE YEAR ENDED DECEMBER 31, 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS AON’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. RE-APPOINTMENT OF ERNST & YOUNG LLP AS AON’S U.K. STATUTORY AUDITOR UNDER THE COMPANIES ACT 2006. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DETERMINE THE REMUNERATION OF ERNST & YOUNG LLP. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. ADVISORY VOTE TO APPROVE THE DIRECTORS’ REMUNERATION REPORT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. APPROVAL OF THE AON PLC GLOBAL SHARE PURCHASE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| IILG |
| 46113M108 |
| INTERVAL LEISURE GROUP, INC. |
| 5/21/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: CRAIG M. NASH, DAVID FLOWERS, VICTORIA L. FREED, GARY S. HOWARD, LEWIS J. KORMAN, THOMAS J. KUHN, THOMAS J. MCINERNEY, THOMAS P. MURPHY, JR., AND AVY H. STEIN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE THE INTERVAL LEISURE GROUP, INC. 2013 STOCK AND INCENTIVE COMPENSATION PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR INTERVAL LEISURE GROUP FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| ASCMA |
| 43632108 |
| ASCENT MEDIA CORPORATION |
| 5/22/2013 |
| Annual |
| 1. DIRECTOR RECOMMENDED: PHILIP J. HOLTHOUSE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. STOCKHOLDER PROPOSAL RELATING TO THE REDEMPTION OF THE PREFERRED SHARE PURCHASE RIGHTS ISSUED PURSUANT TO OUR RIGHTS AGREEMENT, DATED SEPTEMBER 17, 2008, AS AMENDED. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| OCR |
| 681904108 |
| OMNICARE, INC. |
| 5/22/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: JAMES D. SHELTON, STEVEN J. HEYER, JOHN L. WORKMAN, AMY WALLMAN, ANDREA R. LINDELL, BARRY SCHOCHET, MARK A. EMMERT, SAM R. LENO, AND JOHN L. BERNBACH. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| MLM |
| 573284106 |
| MARTIN MARIETTA MATERIALS, INC. |
| 5/23/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: C. HOWARD NYE, LAREE E. PEREZ, AND DENNIS L. REDIKER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO AMEND MARTIN MARIETTA MATERIALS, INC.’S ARTICLES OF INCORPORATION TO PROVIDE FOR MAJORITY VOTING IN DIRECTOR ELECTIONS OTHER THAN CONTESTED ELECTIONS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE COMPENSATION OF MARTIN MARIETTA MATERIALS, INC.’S NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| XOXO |
| 983772104 |
| XO GROUP INC. |
| 5/29/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: CHARLES BAKER AND PETER SACHSE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| LMCA |
| 531229102 |
| LIBERTY MEDIA CORPORATION |
| 6/4/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: JOHN C. MALONE, ROBERT R. BENNETT, AND M. IAN G. GILCHRIST |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2013 INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2013 NONEMPLOYEE DIRECTOR INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| LINTA |
| 53071M104 |
| LIBERTY MEDIA CORPORATION - INTERACTIVE |
| 6/4/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: JOHN C. MALONE, M. IAN G. GILCHRIST, AND ANDREA L. WONG |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO ADOPT THE LIBERTY INTERACTIVE CORPORATION 2012 INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
HICKORY FUND |
| 94904P500 |
| FCN |
| 302941109 |
| FTI CONSULTING, INC |
| 6/5/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: BRENDA J. BACON, DENIS J. CALLAGHAN, CLAUDIO COSTAMAGNA, JAMES W. CROWNOVER, JACK B. DUNN, IV, VERNON ELLIS, GERARD E. HOLTHAUS, MARC HOLTZMAN, AND DENNIS J. SHAUGHNESSY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFY THE RETENTION OF KPMG LLP AS FTI CONSULTING, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY (NON-BINDING) VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE PROXY STATEMENT FOR THE 2013 ANNUAL MEETING OF STOCKHOLDERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| SAPE |
| 803062108 |
| SAPIENT CORPORATION |
| 6/6/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: JAMES M. BENSON, HERMANN BUERGER, JERRY A. GREENBERG, ALAN J. HERRICK, J. STUART MOORE, ROBERT L. ROSEN, EVA M. SAGE-GAVIN, ASHOK SHAH, AND VIJAY SINGAL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| LYV |
| 538034109 |
| LIVE NATION ENTERTAINMENT, INC. |
| 6/6/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: MARK CARLETON, MICHAEL RAPINO, AND MARK S. SHAPIRO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. MANAGEMENT PROPOSAL TO AMEND LIVE NATION ENTERTAINMENT’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE COMPANY’S CLASSIFIED BOARD OF DIRECTORS, TOGETHER WITH OTHER CONFORMING CHANGES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON THE COMPENSATION OF LIVE NATION ENTERTAINMENT NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS LIVE NATION ENTERTAINMENT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| 94904P500 |
| CSTR |
| 19259P300 |
| COINSTAR, INC. |
| 6/27/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: NORA M. DENZEL AND RONALD B. WOODARD |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO OUTERWALL INC. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| ASCMA |
| 43632108 |
| ASCENT MEDIA CORPORATION |
| 7/2/2012 |
| ANNUAL |
| 1. DIRECTORS RECOMMENDED: JOHN C. MALONE AND CARL E. VOGEL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| DELL |
| 24702R101 |
| DELL, INC. |
| 7/13/2012 |
| Annual |
| 1. DIRECTORS RECOMMENDED: JAMES W. BREYER, DONALD J. CARTY, JANET F. CLARK, LAURA CONIGLIARO, MICHAEL S. DELL, KENNETH M. DUBERSTEIN, WILLIAM H. GRAY, III, GERALD J. KLEISTERLEE, KLAUS S. LUFT, ALEX J. MANDL, SHANTANU NARAYEN, AND H. ROSS PEROT, JR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS LLP AS DELL’S INDEPENDENT AUDITOR FOR FISCAL 2013 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. APPROVAL, ON AN ADVISORY BASIS, OF DELL’S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVAL OF THE DELL INC. 2012 LONG-TERM INCENTIVE PLAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| EXP |
| 26969P108 |
| EAGLE MATERIALS, INC. |
| 8/7/2012 |
| ANNUAL |
| 1. ELECTION OF DIRECTORS: F. WILLIAM BARNETT, ED H. BOWMAN, AND DAVID W. QUINN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY RESOLUTION REGARDING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE THE EXPECTED APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| LCAPA |
| 53071M302 |
| LIBERTY MEDIA CORPORATION - CAPITAL |
| 8/8/2012 |
| ANNUAL |
| 1. DIRECTORS RECOMMENDED: DONNE F. FISHER, GREGORY B. MAFFEI, AND ANDREA L. WONG |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. THE SAY-ON-PAY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. THE SAY-ON-FREQUENCY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY AT WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS. |
| M |
| 3 YEARS |
| YES |
| 3 YEARS |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. A PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2011 INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. A PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2011 NONEMPLOYEE DIRECTOR INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| LINTA |
| 53071M104 |
| LIBERTY MEDIA CORPORATION - INTERACTIVE |
| 8/8/2012 |
| ANNUAL |
| 1. A PROPOSAL (THE TRACKING STOCK PROPOSAL) TO AMEND AND RESTATE OUR CERTIFICATE OF INCORPORATION TO CREATE A NEW TRACKING STOCK TO BE DESIGNATED THE LIBERTY VENTURES COMMON STOCK AND TO MAKE CERTAIN CONFORMING CHANGES TO OUR EXISTING LIBERTY INTERACTIVE COMMON STOCK. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO AUTHORIZE THE ADJOURNMENT OF THE ANNUAL MEETING BY LIBERTY INTERACTIVE CORPORATION TO PERMIT FURTHER SOLICITATION OF PROXIES, IF NECESSARY OR APPROPRIATE, IF SUFFICIENT VOTES ARE NOT REPRESENTED AT THE ANNUAL MEETING TO APPROVE THE TRACKING STOCK PROPOSAL. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. DIRECTORS RECOMMENDED: MICHAEL A. GEORGE, GREGORY B. MAFFEI, AND M. LAVOY ROBISON |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| ICON |
| 454055107 |
| ICONIX BRAND GROUP, INC. |
| 8/15/2012 |
| ANNUAL |
| 1. DIRECTORS RECOMMENDED: NEIL COLE, BARRY EMANUEL, DREW COHEN, F. PETER CUNEO, MARK FRIEDMAN, JAMES A. MARCUM, AND LAURENCE N. CHARNEY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE THE ADOPTION OF THE COMPANY’S AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| TYC |
| H89128104 |
| TYCO INTERNATIONAL LTD. |
| 9/14/2012 |
| SPECIAL MEETING |
| 1. THE APPROVAL OF THE DISTRIBUTION OF SHARES OF ADT COMMON STOCK TO BE MADE IN THE FORM OF A SPECIAL DIVIDEND IN KIND OUT OF QUALIFYING CONTRIBUTED SURPLUS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. THE APPROVAL OF THE DISTRIBUTION OF TYCO FLOW CONTROL COMMON SHARES TO BE MADE IN THE FORM OF A SPECIAL DIVIDEND IN KIND OUT OF QUALIFYING CONTRIBUTED SURPLUS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. DIRECTORS RECOMMENDED: GEORGE R. OLIVER AND FRANK M. DRENDEL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. THE APPROVAL OF THE PAYMENT OF AN ORDINARY CASH DIVIDEND OUT OF QUALIFYING CONTRIBUTED SURPLUS IN THE AGGREGATE AMOUNT OF UP TO $0.30 PER SHARE. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. THE APPROVAL OF THE TYCO INTERNATIONAL LTD. 2012 STOCK AND INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| TXI |
| 882491103 |
| TEXAS INDUSTRIES, INC. |
| 10/10/2012 |
| ANNUAL |
| 1. ELECTION OF DIRECTORS: JOHN D. BAKER II, MEL G. BREKHUS, EUGENIO CLARIOND, SAM COATS, SEAN P. FOLEY, BERNARD LANIGAN, JR., THOMAS R. RANSDELL, ROBERT D. ROGERS, THOMAS L. RYAN, RONALD G. STEINHART, AND DOROTHY C. WEAVER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITORS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVE THE TEXAS INDUSTRIES, INC. 2004 OMNIBUS EQUITY COMPENSATION PLAN, AS AMENDED AND RESTATED. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. APPROVE THE TEXAS INDUSTRIES, INC. MANAGEMENT DEFERRED COMPENSATION PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| MSFT |
| 594918104 |
| MICROSOFT CORPORATION |
| 11/28/2012 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: STEVEN A. BALLMER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
| 2. ELECTION OF DIRECTOR: DINA DUBLON |
| M |
| FOR |
| YES |
| FOR | |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ELECTION OF DIRECTOR: WILLIAM H. GATES III |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. ELECTION OF DIRECTOR: MARIA M. KLAWE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. ELECTION OF DIRECTOR: STEPHEN J. LUCZO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. ELECTION OF DIRECTOR: DAVID F. MARQUARDT |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. ELECTION OF DIRECTOR: CHARLES H. NOSKI |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. ELECTION OF DIRECTOR: HELMUT PANKE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9. ELECTION OF DIRECTOR: JOHN W. THOMPSON |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10. ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 11. APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 12. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2013 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 13. SHAREHOLDER PROPOSAL - ADOPT CUMULATIVE VOTING |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| SD |
| 80007P307 |
| SANDRIDGE ENERGY, INC. |
| 3/14/2013 |
| Special |
| 1. PROPOSAL MADE BY THE TPG-AXON GROUP TO AMEND SECTION 1 OF ARTICLE III OF THE AMENDED AND RESTATED BYLAWS FO THE COMPANY AS SET FORTH ON ANNEX I TO THE CONSENT STATEMENT ON SCHEDULE 14A FILED BY THE TPG-AXON GROUP TO (i) DE-STAGGER THE BOARD OF DIRECTORS OF THE COMPANY (THE BOARD) BY PROVIDING THAT DIRECTORS WILL BE ELECTED FOR ONE-YEAR TERMS BEGINNING WITH THE 2013 ANNUAL MEETING OF STOCKHOLDERS, (ii) PROVIDE THAT THE SIZE OF THE BOARD MAY BE FIXED BY EITHER A MAJORITY VOTE OF THE BOARD OR VOTE OF THE STOCKHOLDERS, (iii) PROVIDE THAT VACANCIES ON THE BOARD MAY BE FILLED BY THE STOCKHOLDERS OR A MAJORITY VOTE OF THE REMAINING DIRECTORS FO THE BOARD, AND (iv) PROVIDE THAT DIRECTORS MAY BE REMOVED WITH OR WITHOUT CAUSE. |
| S |
| AGAINST |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL MADE BY THE TPG-AXON GROUP TO REMOVE: JIM J. BREWER, EVERETT R. DOBSON, WILLIAM A. GILLILAND, DANIEL W. JORDAN, ROY T. OLIVER, JR., JEFFREY S. SEROTA, AND TOM L. WARD. |
| S |
| AGAINST |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. PROPOSAL MADE BY THE TPG-AXON GROUP TO ELECT: STEPHEN C. BEASLEY, EDWARD W. MONEYPENNY, FREDRIC G. REYNOLDS, PETER H. ROTHSCHILD, DINAKAR SINGH, ALAN J. WEBER, AND DAN A. WESTBROOK. |
| S |
| AGAINST |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| HPQ |
| 428236103 |
| HEWLETT-PACKARD COMPANY |
| 3/20/2013 |
| Annual |
| 1A. ELECTION OF DIRECTOR: M.L. ANDREESSEN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
| 1B. ELECTION OF DIRECTOR: S. BANERJI |
| M |
| FOR |
| YES |
| FOR | |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1C. ELECTION OF DIRECTOR: R.L. GUPTA |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1D. ELECTION OF DIRECTOR: J.H. HAMMERGREN |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1E. ELECTION OF DIRECTOR: R.J. LANE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1F. ELECTION OF DIRECTOR: A.M. LIVERMORE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1G. ELECTION OF DIRECTOR: G.M. REINER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1H. ELECTION OF DIRECTOR: P.F. RUSSO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1I. ELECTION OF DIRECTOR: G.K. THOMPSON |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1J. ELECTION OF DIRECTOR: M.C. WHITMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1K. ELECTION OF DIRECTOR: R.V. WHITWORTH |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. AMEND HP’S AMENDED AND RESTATED BYLAWS TO PERMIT STOCKHOLDER PROXY ACCESS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. APPROVAL OF THE SECOND AMENDED AND RESTATED HEWLETT-PACKARD COMPANY 2004 STOCK INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. STOCKHOLDER PROPOSAL RELATING TO THE FORMATION OF A HUMAN RIGHTS COMMITTEE. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. STOCKHOLDER PROPOSAL ENTITLED 2013 HEWLETT-PACKARD RESOLUTION ON HUMAN RIGHTS POLICY.”” |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. STOCKHOLDER PROPOSAL ENTITLED EXECUTIVES TO RETAIN SIGNIFICANT STOCK.”” |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| TXN |
| 882508104 |
| TEXAS INSTRUMENTS INCORPORATED |
| 4/18/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: R.W. BABB, JR., M.A. BLINN, D.A. CARP, C.S. COX, P.H. PATSLEY, R.E. SANCHEZ, W.R. SANDERS, R.J. SIMMONS, R.K. TEMPLETON, AND C.T. WHITMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. BOARD PROPOSAL REGARDING ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| WFC |
| 949746101 |
| WELLS FARGO & COMPANY |
| 4/23/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: JOHN D. BAKER II, ELAINE L. CHAO, JOHN S. CHEN, LLOYD H. DEAN, SUSAN E. ENGEL, ENRIQUE HERNANDEZ, JR., DONALD M. JAMES, CYNTHIA H. MILLIGAN, FEDERICO F. PENA, HOWARD V. RICHARDSON, JUDITH M. RUNSTAD, STEPHEN W. SANGER, JOHN G. STUMPF, AND SUSAN G. SWENSON |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. PROPOSAL TO APPROVE THE COMPANY’S AMENDED AND RESTATED LONG-TERM INCENTIVE COMPENSATION PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. STOCKHOLDER PROPOSAL TO ADOPT A POLICY REQUIRING AN INDEPENDENT CHAIRMAN. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. STOCKHOLDER PROPOSAL TO PROVIDE A REPORT ON THE COMPANY’S LOBBYING POLICIES AND PRACTICES. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. STOCKHOLDER PROPOSAL TO REVIEW AND REPORT ON INTERNAL CONTROLS OVER THE COMPANY’S MORTGAGE SERVICING AND FORECLOSURE PRACTICES. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| FLIR |
| 302445101 |
| FLIR SYSTEMS, INC. |
| 4/26/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: JOHN D. CARTER, MICHAEL T. SMITH, AND JOHN W. WOOD, JR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE AMENDMENTS TO THE COMPANY’S SECOND RESTATED ARTICLES OF INCORPORATION TO ELIMINATE CLASSIFICATION OF THE COMPANY’S BOARD OF DIRECTORS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE AMENDMENTS TO THE COMPANY’S SECOND RESTATED ARTICLES OF INCORPORATION TO ADOPT A MAJORITY VOTE STANDARD TO BE USED IN UNCONTESTED DIRECTOR ELECTIONS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| NCMI |
| 635309107 |
| NATIONAL CINEMEDIA, INC. |
| 5/1/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: AMY E. MILES, LEE ROY MITCHELL, AND CRAIG R. RAMSEY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE THE NATIONAL CINEMEDIA, INC. EXECUTIVE PERFORMANCE BONUS PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY APPROVAL OF NATIONAL CINEMEDIA, INC.’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE THE AMENDMENT TO THE NATIONAL CINEMEDIA, INC. 2007 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE AND TO APPROVE PERFORMANCE GOALS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS NATIONAL CINEMEDIA, INC.’S INDEPENDENT AUDITORS FOR THE 2013 FISCAL YEAR ENDING DECEMBER 26, 2013. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE AGAINST” THE FOLLOWING PROPOSAL.” |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. TO CONSIDER A STOCKHOLDER PROPOSAL REGARDING MAJORITY VOTING IN DIRECTOR ELECTIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| DTV |
| 25490A101 |
| DIRECTV |
| 5/2/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: NEIL AUSTRIAN, RALPH BOYD, JR., ABELARDO BRU, DAVID DILLON, SAMUEL DIPIAZZA, JR., DIXON DOLL, CHARLES LEE, PETER LUND, NANCY NEWCOMB, LORRIE NORRINGTON, AND MICHAEL WHITE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR DIRECTV FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. AN ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. SHAREHOLDER PROPOSAL TO PROHIBIT ACCELERATED VESTING OF EQUITY AWARDS UPON A CHANGE IN CONTROL. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL TO REQUIRE THAT AN INDEPENDENT BOARD MEMBER BE THE CHAIRMAN OF THE COMPANY. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. SHAREHOLDER PROPOSAL TO GRANT A RIGHT TO SHAREHOLDERS TO ACT BY WRITTEN CONSENT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| BRK/A |
| 84670108 |
| BERKSHIRE HATHAWAY, INC. |
| 5/4/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: WARREN E. BUFFETT, CHARLES T. MUNGER, HOWARD G. BUFFETT, STEPHEN B. BURKE, SUSAN L. DECKER, WILLIAM H. GATES III, DAVID S. GOTTESMAN, CHARLOTTE GUYMAN, DONALD R. KEOUGH, THOMAS S. MURPHY, RONALD L. OLSON, WALTER SCOTT, JR., AND MERYL B. WITMER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. SHAREHOLDER PROPOSAL REGARDING GREENHOUSE GAS AND OTHER AIR EMISSIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| LH |
| 50540R409 |
| LABORATORY CORPORATION OF AMERICA HOLDINGS |
| 5/8/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: KERRII B. ANDERSON, JEAN-LUC BELINGARD, DAVID P. KING, WENDY E. LANE, ROBERT E. MITTELSTAEDT, JR., PETER M. NEUPERT, ARTHUR H. RUBENSTEIN, MBBCH, ADAM H. SCHECHTER, M. KEITH WEIKEL, PH.D., AND R. SANDERS WILLIAMS, M.D. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS LABORATORY CORPORATION OF AMERICA HOLDINGS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| CMLS |
| 231082108 |
| CUMULUS MEDIA, INC. |
| 5/10/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: LEWIS W. DICKEY, JR., RALPH B. EVERETT, ALEXIS GLICK, JEFFREY A. MARCUS, ARTHUR J. REIMERS, ROBERT H. SHERIDAN, III, AND DAVID M. TOLLEY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY ON WHICH THE COMPANY WILL HOLD ADVISORY VOTES ON THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| RWT |
| 758075402 |
| REDWOOD TRUST, INC. |
| 5/16/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: RICHARD D. BAUM, MARIANN BYERWALTER, AND JEFFREY T. PERO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. AMENDMENT TO THE COMPANY’S CHARTER TO INCREASE THE NUMBER OF SHARES OF CAPITAL STOCK AUTHORIZED FOR ISSUANCE FROM 165 MILLION SHARES TO 180 MILLION SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. AMENDMENT AND RESTATEMENT OF THE 2002 INCENTIVE PLAN, INCLUDING AN AMENDMENT TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THAT PLAN BY 1,000,000 SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. AMENDMENT TO THE 2002 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR PURCHASE UNDER THAT PLAN BY 150,000 SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| APA |
| 37411105 |
| APACHE CORPORATION |
| 5/16/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: EUGENE C. FIEDOREK, CHANSOO JOUNG, AND WILLIAM C. MONTGOMERY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF ERNST & YOUNG LLP AS APACHE’S INDEPENDENT AUDITORS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE TO APPROVE THE COMPENSATION OF APACHE’S NAMED EXECUTIVE OFFICERS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVAL OF AMENDMENT TO APACHE’S 2011 OMNIBUS EQUITY COMPENSATION PLAN TO INCREASE THE NUMBER OF SHARES ISSUABLE UNDER THE PLAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. APPROVAL OF AMENDMENT OT APACHE’S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE APACHE’S CLASSIFIED BOARD OF DIRECTORS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| AON |
| 37389103 |
| AON CORPORATION |
| 5/17/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: LESTER B. KNIGHT, GREGORY C. CASE, FULVIO CONTI, CHERYL A. FRANCIS, EDGAR D. JANNOTTA, J. MICHAEL LOSH, ROBERT S. MORRISON, RICHARD B. MYERS, RICHARD C. NOTEBAERT, GLORIA SANTONA, AND CAROLYN Y. WOO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RECEIPT OF AON’S ANNUAL REPORT AND ACCOUNTS, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS FOR THE YEAR ENDED DECEMBER 31, 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS AON’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. RE-APPOINTMENT OF ERNST & YOUNG LLP AS AON’S U.K. STATUTORY AUDITOR UNDER THE COMPANIES ACT 2006. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DETERMINE THE REMUNERATION OF ERNST & YOUNG LLP. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. ADVISORY VOTE TO APPROVE THE DIRECTORS’ REMUNERATION REPORT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. APPROVAL OF THE AON PLC GLOBAL SHARE PURCHASE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| SWN |
| 845467109 |
| SOUTHWESTERN ENERGY COMPANY |
| 5/21/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: JOHN D. GASS, CATHERINE A. KEHR, GREG D. KERLEY, HAROLD M. KORELL, VELLO A. KUUSKRAA, KENNETH R. MOURTON, STEVEN L. MUELLER, ELLIOTT PEW, AND ALAN H. STEVENS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO RATIFY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. PROPOSAL TO APPROVE OUR 2013 INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| VRX |
| 91911K102 |
| VALEANT PHARMACEUTICALS INTERNATIONAL, INC |
| 5/21/2013 |
| ANNUAL |
| 1. DIRECTORS RECOMMENDED: RONALD H. FARMER, ROBERT A. INGRAM, THEO MELAS-KYRIAZI, MASON MORFIT, LAURENCE E. PAUL, MICHAEL PEARSON, ROBERT N. POWER, NORMA A. PROVENCIO, HOWARD B. SCHILLER, LLOYD M. SEGAL, AND KATHERINE B. STEVENSON |
| M |
| FOR |
| NO |
| ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. THE APPROVAL, IN AN ADVISORY RESOLUTION, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION, EXECUTIVE COMPENSATION TABLES AND ACCOMPANYING NARRATIVE DISCUSSIONS CONTAINED IN THE MANAGEMENT PROXY CIRCULAR AND PROXY STATEMENT |
| M |
| FOR |
| NO |
| ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPOINT PRICEWATERHOUSECOOPERS LLP (UNITED STATES) AS THE AUDITORS FOR THE COMPANY TO HOLD OFFICE UNTIL THE CLOSE OF THE 2014 ANNUAL MEETING OF SHAREHOLDERS AND TO AUTHORIZE THE COMPANY’S BOARD OF DIRECTORS TO FIX THE AUDITORS’ REMUNERATION. |
| M |
| FOR |
| NO |
| ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE THE CONTINUANCE OF THE COMPANY FROM THE CANADA BUSINESS CORPORATION ACT TO THE BRITISH COLUMBIA BUSINESS CORPORATIONS ACT. |
| M |
| FOR |
| NO |
| ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| IILG |
| 46113M108 |
| INTERVAL LEISURE GROUP, INC. |
| 5/21/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: CRAIG M. NASH, DAVID FLOWERS, VICTORIA L. FREED, GARY S. HOWARD, LEWIS J. KORMAN, THOMAS J. KUHN, THOMAS J. MCINERNEY, THOMAS P. MURPHY, JR., AND AVY H. STEIN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE THE INTERVAL LEISURE GROUP, INC. 2013 STOCK AND INCENTIVE COMPENSATION PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR INTERVAL LEISURE GROUP FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| RRC |
| 75281A109 |
| RANGE RESOURCES CORPORATION |
| 5/22/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: ANTHONY V. DUB, V. RICHARD EALES, ALLEN FINKELSON, JAMES M. FUNK, JONATHAN S. LINKER, MARY RALPH LOWE, KEVIN S. MCCARTHY, JOHN H. PINKERTON, AND JEFFREY L. VENTURA. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO APPROVE THE COMPENSATION PHILOSOPHY, POLICIES, AND PROCEDURES DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. STOCKHOLDER PROPOSAL - A PROPOSAL REQUESTING A REPORT REGARDING FUGITIVE METHANE EMISSIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| OCR |
| 681904108 |
| OMNICARE, INC. |
| 5/22/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: JAMES D. SHELTON, STEVEN J. HEYER, JOHN L. WORKMAN, AMY WALLMAN, ANDREA R. LINDELL, BARRY SCHOCHET, MARK A. EMMERT, SAM R. LENO, AND JOHN L. BERNBACH. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| INS |
| 45816D100 |
| INTELLIGENT SYSTEMS CORPORATION |
| 5/23/2013 |
| Annual |
| 1. DIRECTOR RECOMMENDED: PHILIP M. MOISE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. APPROVAL BY A NON-BINDING ADVISORY VOTE OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. APPROVAL BY A NON-BINDING ADVISORY VOTE OF THE FREQUENCY OF THE SHAREHOLDER ADVISORY VOTE ON NAMED EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| MLM |
| 573284106 |
| MARTIN MARIETTA MATERIALS, INC. |
| 5/23/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: C. HOWARD NYE, LAREE E. PEREZ, AND DENNIS L. REDIKER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO AMEND MARTIN MARIETTA MATERIALS, INC.’S ARTICLES OF INCORPORATION TO PROVIDE FOR MAJORITY VOTING IN DIRECTOR ELECTIONS OTHER THAN CONTESTED ELECTIONS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE COMPENSATION OF MARTIN MARIETTA MATERIALS, INC.’S NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| XOXO |
| 983772104 |
| XO GROUP INC. |
| 5/29/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: CHARLES BAKER AND PETER SACHSE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| LMCA |
| 531229102 |
| LIBERTY MEDIA CORPORATION |
| 6/4/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: JOHN C. MALONE, ROBERT R. BENNETT, AND M. IAN G. GILCHRIST |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2013 INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2013 NONEMPLOYEE DIRECTOR INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| LINTA |
| 53071M104 |
| LIBERTY MEDIA CORPORATION - INTERACTIVE |
| 6/4/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: JOHN C. MALONE, M. IAN G. GILCHRIST, AND ANDREA L. WONG |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO ADOPT THE LIBERTY INTERACTIVE CORPORATION 2012 INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| LYV |
| 538034109 |
| LIVE NATION ENTERTAINMENT, INC. |
| 6/6/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: MARK CARLETON, MICHAEL RAPINO, AND MARK S. SHAPIRO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. MANAGEMENT PROPOSAL TO AMEND LIVE NATION ENTERTAINMENT’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE COMPANY’S CLASSIFIED BOARD OF DIRECTORS, TOGETHER WITH OTHER CONFORMING CHANGES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON THE COMPENSATION OF LIVE NATION ENTERTAINMENT NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS LIVE NATION ENTERTAINMENT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| GOOG |
| 38259P508 |
| GOOGLE, INC. |
| 6/6/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: LARRY PAGE, SERGEY BRIN, ERIC E. SCHMIDT, L. JOHN DOERR, DIANE B. GREENE, JOHN L. HENNESSY, ANN MATHER, PAUL S. OTELLINI, K. RAM SHRIRAM, AND SHIRLEY M. TILGHMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. A STOCKHOLDER PROPOSAL REGARDING A REPORT ON LEAD BATTERIES IN GOOGLE’S SUPPLY CHAIN, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. A STOCKHOLDER PROPOSAL REGARDING EXECUTIVE STOCK RETENTION, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. A STOCKHOLDER PROPOSAL REGARDING SUCCESSION PLANNING, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| 94904P872 |
| STRZA |
| 85571Q102 |
| STARZ |
| 6/6/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: GREGORY B. MAFFEI, IRVING L. AZOFF, AND SUSAN M. LYNE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. THE SAY-ON-PAY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. THE SAY-ON-FREQUENCY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY AT WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS. |
| M |
| 3 YEARS |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. A PROPOSAL TO AMEND AND RESTATE THE CURRENT CHARTER TO RECAPITALIZE THE COMPANY BY DELETING THE PROVISIONS RELATING TO OUR COMPANY’S CAPITAL AND STARZ TRACKING STOCK GROUPS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. A PROPOSAL TO AMEND AND RESTATE THE CURRENT CHARTER TO RECAPITALIZE OUR COMPANY BY CREATING A NEW CLASS OF OUR COMPANY’S COMMON STOCK, WHICH IS DIVIDED INTO THREE SERIES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. A PROPOSAL TO AMEND AND RESTATE THE CURRENT CHARTER TO RECLASSIFY EACH SHARE OF EACH SERIES OF OUR COMPANY’S EXISTING LIBERTY CAPITAL COMMON STOCK INTO ONE SHARE OF THE CORRESPONDING SERIES OF OUR COMPANY’S COMMON STOCK. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. A PROPOSAL TO AMEND AND RESTATE THE CURRENT CHARTER TO MAKE CERTAIN CONFORMING CHANGES AS A RESULT OF THE CHARTER PROPOSALS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| DELL |
| 24702R101 |
| DELL, INC. |
| 7/13/2012 |
| Annual |
| 1. DIRECTORS RECOMMENDED: JAMES W. BREYER, DONALD J. CARTY, JANET F. CLARK, LAURA CONIGLIARO, MICHAEL S. DELL, KENNETH M. DUBERSTEIN, WILLIAM H. GRAY, III, GERALD J. KLEISTERLEE, KLAUS S. LUFT, ALEX J. MANDL, SHANTANU NARAYEN, AND H. ROSS PEROT, JR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS LLP AS DELL’S INDEPENDENT AUDITOR FOR FISCAL 2013 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. APPROVAL, ON AN ADVISORY BASIS, OF DELL’S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVAL OF THE DELL INC. 2012 LONG-TERM INCENTIVE PLAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| EXP |
| 26969P108 |
| EAGLE MATERIALS, INC. |
| 8/7/2012 |
| ANNUAL |
| 1. ELECTION OF DIRECTORS: F. WILLIAM BARNETT, ED H. BOWMAN, AND DAVID W. QUINN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY RESOLUTION REGARDING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE THE EXPECTED APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| LCAPA |
| 53071M302 |
| LIBERTY MEDIA CORPORATION - CAPITAL |
| 8/8/2012 |
| ANNUAL |
| 1. DIRECTORS RECOMMENDED: DONNE F. FISHER, GREGORY B. MAFFEI, AND ANDREA L. WONG |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. THE SAY-ON-PAY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. THE SAY-ON-FREQUENCY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY AT WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS. |
| M |
| 3 YEARS |
| YES |
| 3 YEARS |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. A PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2011 INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. A PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2011 NONEMPLOYEE DIRECTOR INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| LINTA |
| 53071M104 |
| LIBERTY MEDIA CORPORATION - INTERACTIVE |
| 8/8/2012 |
| ANNUAL |
| 1. A PROPOSAL (THE TRACKING STOCK PROPOSAL) TO AMEND AND RESTATE OUR CERTIFICATE OF INCORPORATION TO CREATE A NEW TRACKING STOCK TO BE DESIGNATED THE LIBERTY VENTURES COMMON STOCK AND TO MAKE CERTAIN CONFORMING CHANGES TO OUR EXISTING LIBERTY INTERACTIVE COMMON STOCK. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO AUTHORIZE THE ADJOURNMENT OF THE ANNUAL MEETING BY LIBERTY INTERACTIVE CORPORATION TO PERMIT FURTHER SOLICITATION OF PROXIES, IF NECESSARY OR APPROPRIATE, IF SUFFICIENT VOTES ARE NOT REPRESENTED AT THE ANNUAL MEETING TO APPROVE THE TRACKING STOCK PROPOSAL. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. DIRECTORS RECOMMENDED: MICHAEL A. GEORGE, GREGORY B. MAFFEI, AND M. LAVOY ROBISON |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| ICON |
| 454055107 |
| ICONIX BRAND GROUP, INC. |
| 8/15/2012 |
| ANNUAL |
| 1. DIRECTORS RECOMMENDED: NEIL COLE, BARRY EMANUEL, DREW COHEN, F. PETER CUNEO, MARK FRIEDMAN, JAMES A. MARCUM, AND LAURENCE N. CHARNEY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE THE ADOPTION OF THE COMPANY’S AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| TYC |
| H89128104 |
| TYCO INTERNATIONAL LTD. |
| 9/14/2012 |
| SPECIAL MEETING |
| 1. THE APPROVAL OF THE DISTRIBUTION OF SHARES OF ADT COMMON STOCK TO BE MADE IN THE FORM OF A SPECIAL DIVIDEND IN KIND OUT OF QUALIFYING CONTRIBUTED SURPLUS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. THE APPROVAL OF THE DISTRIBUTION OF TYCO FLOW CONTROL COMMON SHARES TO BE MADE IN THE FORM OF A SPECIAL DIVIDEND IN KIND OUT OF QUALIFYING CONTRIBUTED SURPLUS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. DIRECTORS RECOMMENDED: GEORGE R. OLIVER AND FRANK M. DRENDEL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. THE APPROVAL OF THE PAYMENT OF AN ORDINARY CASH DIVIDEND OUT OF QUALIFYING CONTRIBUTED SURPLUS IN THE AGGREGATE AMOUNT OF UP TO $0.30 PER SHARE. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. THE APPROVAL OF THE TYCO INTERNATIONAL LTD. 2012 STOCK AND INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| TXI |
| 882491103 |
| TEXAS INDUSTRIES, INC. |
| 10/10/2012 |
| ANNUAL |
| 1. ELECTION OF DIRECTORS: JOHN D. BAKER II, MEL G. BREKHUS, EUGENIO CLARIOND, SAM COATS, SEAN P. FOLEY, BERNARD LANIGAN, JR., THOMAS R. RANSDELL, ROBERT D. ROGERS, THOMAS L. RYAN, RONALD G. STEINHART, AND DOROTHY C. WEAVER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITORS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVE THE TEXAS INDUSTRIES, INC. 2004 OMNIBUS EQUITY COMPENSATION PLAN, AS AMENDED AND RESTATED. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. APPROVE THE TEXAS INDUSTRIES, INC. MANAGEMENT DEFERRED COMPENSATION PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| MSFT |
| 594918104 |
| MICROSOFT CORPORATION |
| 11/28/2012 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: STEVEN A. BALLMER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. ELECTION OF DIRECTOR: DINA DUBLON |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ELECTION OF DIRECTOR: WILLIAM H. GATES III |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. ELECTION OF DIRECTOR: MARIA M. KLAWE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. ELECTION OF DIRECTOR: STEPHEN J. LUCZO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. ELECTION OF DIRECTOR: DAVID F. MARQUARDT |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. ELECTION OF DIRECTOR: CHARLES H. NOSKI |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. ELECTION OF DIRECTOR: HELMUT PANKE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9. ELECTION OF DIRECTOR: JOHN W. THOMPSON |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10. ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 11. APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 12. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2013 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 13. SHAREHOLDER PROPOSAL - ADOPT CUMULATIVE VOTING |
| S |
| AGAINST |
| YES |
| AGAINST |
PARTNERS VALUE FUND |
| 94904P609 |
| SD |
| 80007P307 |
| SANDRIDGE ENERGY, INC. |
| 3/14/2013 |
| Special |
| 1. PROPOSAL MADE BY THE TPG-AXON GROUP TO AMEND SECTION 1 OF ARTICLE III OF THE AMENDED AND RESTATED BYLAWS FO THE COMPANY AS SET FORTH ON ANNEX I TO THE CONSENT STATEMENT ON SCHEDULE 14A FILED BY THE TPG-AXON GROUP TO (i) DE-STAGGER THE BOARD OF DIRECTORS OF THE COMPANY (THE BOARD) BY PROVIDING THAT DIRECTORS WILL BE ELECTED FOR ONE-YEAR TERMS BEGINNING WITH THE 2013 ANNUAL MEETING OF STOCKHOLDERS, (ii) PROVIDE THAT THE SIZE OF THE BOARD MAY BE FIXED BY EITHER A MAJORITY VOTE OF THE BOARD OR VOTE OF THE STOCKHOLDERS, (iii) PROVIDE THAT VACANCIES ON THE BOARD MAY BE FILLED BY THE STOCKHOLDERS OR A MAJORITY VOTE OF THE REMAINING DIRECTORS FO THE BOARD, AND (iv) PROVIDE THAT DIRECTORS MAY BE REMOVED WITH OR WITHOUT CAUSE. |
| S |
| AGAINST |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL MADE BY THE TPG-AXON GROUP TO REMOVE: JIM J. BREWER, EVERETT R. DOBSON, WILLIAM A. GILLILAND, DANIEL W. JORDAN, ROY T. OLIVER, JR., JEFFREY S. SEROTA, AND TOM L. WARD. |
| S |
| AGAINST |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. PROPOSAL MADE BY THE TPG-AXON GROUP TO ELECT: STEPHEN C. BEASLEY, EDWARD W. MONEYPENNY, FREDRIC G. REYNOLDS, PETER H. ROTHSCHILD, DINAKAR SINGH, ALAN J. WEBER, AND DAN A. WESTBROOK. |
| S |
| AGAINST |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| HPQ |
| 428236103 |
| HEWLETT-PACKARD COMPANY |
| 3/20/2013 |
| Annual |
| 1A. ELECTION OF DIRECTOR: M.L. ANDREESSEN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1B. ELECTION OF DIRECTOR: S. BANERJI |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1C. ELECTION OF DIRECTOR: R.L. GUPTA |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1D. ELECTION OF DIRECTOR: J.H. HAMMERGREN |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1E. ELECTION OF DIRECTOR: R.J. LANE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1F. ELECTION OF DIRECTOR: A.M. LIVERMORE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1G. ELECTION OF DIRECTOR: G.M. REINER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1H. ELECTION OF DIRECTOR: P.F. RUSSO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1I. ELECTION OF DIRECTOR: G.K. THOMPSON |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1J. ELECTION OF DIRECTOR: M.C. WHITMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1K. ELECTION OF DIRECTOR: R.V. WHITWORTH |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. AMEND HP’S AMENDED AND RESTATED BYLAWS TO PERMIT STOCKHOLDER PROXY ACCESS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. APPROVAL OF THE SECOND AMENDED AND RESTATED HEWLETT-PACKARD COMPANY 2004 STOCK INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. STOCKHOLDER PROPOSAL RELATING TO THE FORMATION OF A HUMAN RIGHTS COMMITTEE. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. STOCKHOLDER PROPOSAL ENTITLED 2013 HEWLETT-PACKARD RESOLUTION ON HUMAN RIGHTS POLICY.”” |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. STOCKHOLDER PROPOSAL ENTITLED EXECUTIVES TO RETAIN SIGNIFICANT STOCK.”” |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| TXN |
| 882508104 |
| TEXAS INSTRUMENTS INCORPORATED |
| 4/18/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: R.W. BABB, JR., M.A. BLINN, D.A. CARP, C.S. COX, P.H. PATSLEY, R.E. SANCHEZ, W.R. SANDERS, R.J. SIMMONS, R.K. TEMPLETON, AND C.T. WHITMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. BOARD PROPOSAL REGARDING ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| WFC |
| 949746101 |
| WELLS FARGO & COMPANY |
| 4/23/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: JOHN D. BAKER II, ELAINE L. CHAO, JOHN S. CHEN, LLOYD H. DEAN, SUSAN E. ENGEL, ENRIQUE HERNANDEZ, JR., DONALD M. JAMES, CYNTHIA H. MILLIGAN, FEDERICO F. PENA, HOWARD V. RICHARDSON, JUDITH M. RUNSTAD, STEPHEN W. SANGER, JOHN G. STUMPF, AND SUSAN G. SWENSON |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. PROPOSAL TO APPROVE THE COMPANY’S AMENDED AND RESTATED LONG-TERM INCENTIVE COMPENSATION PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. STOCKHOLDER PROPOSAL TO ADOPT A POLICY REQUIRING AN INDEPENDENT CHAIRMAN. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. STOCKHOLDER PROPOSAL TO PROVIDE A REPORT ON THE COMPANY’S LOBBYING POLICIES AND PRACTICES. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. STOCKHOLDER PROPOSAL TO REVIEW AND REPORT ON INTERNAL CONTROLS OVER THE COMPANY’S MORTGAGE SERVICING AND FORECLOSURE PRACTICES. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| FLIR |
| 302445101 |
| FLIR SYSTEMS, INC. |
| 4/26/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: JOHN D. CARTER, MICHAEL T. SMITH, AND JOHN W. WOOD, JR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE AMENDMENTS TO THE COMPANY’S SECOND RESTATED ARTICLES OF INCORPORATION TO ELIMINATE CLASSIFICATION OF THE COMPANY’S BOARD OF DIRECTORS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE AMENDMENTS TO THE COMPANY’S SECOND RESTATED ARTICLES OF INCORPORATION TO ADOPT A MAJORITY VOTE STANDARD TO BE USED IN UNCONTESTED DIRECTOR ELECTIONS. |
| M |
| FOR |
| YES |
| FOR |
PARTNERS VALUE FUND |
| 94904P609 |
| DTV |
| 25490A101 |
| DIRECTV |
| 5/2/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: NEIL AUSTRIAN, RALPH BOYD, JR., ABELARDO BRU, DAVID DILLON, SAMUEL DIPIAZZA, JR., DIXON DOLL, CHARLES LEE, PETER LUND, NANCY NEWCOMB, LORRIE NORRINGTON, AND MICHAEL WHITE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR DIRECTV FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. AN ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. SHAREHOLDER PROPOSAL TO PROHIBIT ACCELERATED VESTING OF EQUITY AWARDS UPON A CHANGE IN CONTROL. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL TO REQUIRE THAT AN INDEPENDENT BOARD MEMBER BE THE CHAIRMAN OF THE COMPANY. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. SHAREHOLDER PROPOSAL TO GRANT A RIGHT TO SHAREHOLDERS TO ACT BY WRITTEN CONSENT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| BRK/A |
| 84670108 |
| BERKSHIRE HATHAWAY, INC. |
| 5/4/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: WARREN E. BUFFETT, CHARLES T. MUNGER, HOWARD G. BUFFETT, STEPHEN B. BURKE, SUSAN L. DECKER, WILLIAM H. GATES III, DAVID S. GOTTESMAN, CHARLOTTE GUYMAN, DONALD R. KEOUGH, THOMAS S. MURPHY, RONALD L. OLSON, WALTER SCOTT, JR., AND MERYL B. WITMER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. SHAREHOLDER PROPOSAL REGARDING GREENHOUSE GAS AND OTHER AIR EMISSIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| LH |
| 50540R409 |
| LABORATORY CORPORATION OF AMERICA HOLDINGS |
| 5/8/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: KERRII B. ANDERSON, JEAN-LUC BELINGARD, DAVID P. KING, WENDY E. LANE, ROBERT E. MITTELSTAEDT, JR., PETER M. NEUPERT, ARTHUR H. RUBENSTEIN, MBBCH, ADAM H. SCHECHTER, M. KEITH WEIKEL, PH.D., AND R. SANDERS WILLIAMS, M.D. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS LABORATORY CORPORATION OF AMERICA HOLDINGS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| CVS |
| 126650100 |
| CVS CAREMARK CORPORATION |
| 5/9/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: C. DAVID BROWN II, DAVID W. DORMAN, ANNE M. FINUCANE, KRISTEN GIBNEY WILLIAMS, LARRY J. MERLO, JEAN-PIERRE MILLON, RICHARD J. SWIFT, WILLIAM C. WELDON, AND TONY L. WHITE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO RATIFY INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. AMEND THE COMPANY’S 2007 EMPLOYEE STOCK PURCHASE PLAN TO ADD SHARES TO THE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. AMEND THE COMPANY’S CHARTER TO REDUCE VOTING THRESHOLDS IN THE FAIR PRICE PROVISION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS AND EXPENDITURES. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. STOCKHOLDER PROPOSAL REGARDING POLICY ON ACCELERATED VESTING OF EQUITY AWARDS UPON A CHANGE IN CONTROL. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. STOCKHOLDER PROPOSAL REGARDING LOBBYING EXPENDITURES. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| ESRX |
| 30219G108 |
| EXPRESS SCRIPTS HOLDING COMPANY |
| 5/9/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: GARY G. BENANAV, MAURA C. BREEN, WILLIAM J. DELANEY, NICHOLAS J. LAHOWCHIC, THOMAS P. MAC MAHON, FRANK MERGENTHALER, WOODROW A. MYERS, JR., MD, JOHN O. PARKER, JR., GEORGE PAZ, WILLIAM L. ROPER, MD, MPH, SAMUEL K. SKINNER, AND SEYMOUR STERNBERG |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| APA |
| 37411105 |
| APACHE CORPORATION |
| 5/16/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: EUGENE C. FIEDOREK, CHANSOO JOUNG, AND WILLIAM C. MONTGOMERY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF ERNST & YOUNG LLP AS APACHE’S INDEPENDENT AUDITORS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE TO APPROVE THE COMPENSATION OF APACHE’S NAMED EXECUTIVE OFFICERS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVAL OF AMENDMENT TO APACHE’S 2011 OMNIBUS EQUITY COMPENSATION PLAN TO INCREASE THE NUMBER OF SHARES ISSUABLE UNDER THE PLAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. APPROVAL OF AMENDMENT OT APACHE’S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE APACHE’S CLASSIFIED BOARD OF DIRECTORS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| RWT |
| 758075402 |
| REDWOOD TRUST, INC. |
| 5/16/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: RICHARD D. BAUM, MARIANN BYERWALTER, AND JEFFREY T. PERO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. AMENDMENT TO THE COMPANY’S CHARTER TO INCREASE THE NUMBER OF SHARES OF CAPITAL STOCK AUTHORIZED FOR ISSUANCE FROM 165 MILLION SHARES TO 180 MILLION SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. AMENDMENT AND RESTATEMENT OF THE 2002 INCENTIVE PLAN, INCLUDING AN AMENDMENT TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THAT PLAN BY 1,000,000 SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. AMENDMENT TO THE 2002 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR PURCHASE UNDER THAT PLAN BY 150,000 SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| AON |
| 37389103 |
| AON CORPORATION |
| 5/17/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: LESTER B. KNIGHT, GREGORY C. CASE, FULVIO CONTI, CHERYL A. FRANCIS, EDGAR D. JANNOTTA, J. MICHAEL LOSH, ROBERT S. MORRISON, RICHARD B. MYERS, RICHARD C. NOTEBAERT, GLORIA SANTONA, AND CAROLYN Y. WOO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RECEIPT OF AON’S ANNUAL REPORT AND ACCOUNTS, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS FOR THE YEAR ENDED DECEMBER 31, 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS AON’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. RE-APPOINTMENT OF ERNST & YOUNG LLP AS AON’S U.K. STATUTORY AUDITOR UNDER THE COMPANIES ACT 2006. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DETERMINE THE REMUNERATION OF ERNST & YOUNG LLP. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. ADVISORY VOTE TO APPROVE THE DIRECTORS’ REMUNERATION REPORT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. APPROVAL OF THE AON PLC GLOBAL SHARE PURCHASE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| SWN |
| 845467109 |
| SOUTHWESTERN ENERGY COMPANY |
| 5/21/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: JOHN D. GASS, CATHERINE A. KEHR, GREG D. KERLEY, HAROLD M. KORELL, VELLO A. KUUSKRAA, KENNETH R. MOURTON, STEVEN L. MUELLER, ELLIOTT PEW, AND ALAN H. STEVENS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO RATIFY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. PROPOSAL TO APPROVE OUR 2013 INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| VRX |
| 91911K102 |
| VALEANT PHARMACEUTICALS INTERNATIONAL, INC |
| 5/21/2013 |
| ANNUAL |
| 1. DIRECTORS RECOMMENDED: RONALD H. FARMER, ROBERT A. INGRAM, THEO MELAS-KYRIAZI, MASON MORFIT, LAURENCE E. PAUL, MICHAEL PEARSON, ROBERT N. POWER, NORMA A. PROVENCIO, HOWARD B. SCHILLER, LLOYD M. SEGAL, AND KATHERINE B. STEVENSON |
| M |
| FOR |
| NO |
| ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. THE APPROVAL, IN AN ADVISORY RESOLUTION, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION, EXECUTIVE COMPENSATION TABLES AND ACCOMPANYING NARRATIVE DISCUSSIONS CONTAINED IN THE MANAGEMENT PROXY CIRCULAR AND PROXY STATEMENT |
| M |
| FOR |
| NO |
| ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPOINT PRICEWATERHOUSECOOPERS LLP (UNITED STATES) AS THE AUDITORS FOR THE COMPANY TO HOLD OFFICE UNTIL THE CLOSE OF THE 2014 ANNUAL MEETING OF SHAREHOLDERS AND TO AUTHORIZE THE COMPANY’S BOARD OF DIRECTORS TO FIX THE AUDITORS’ REMUNERATION. |
| M |
| FOR |
| NO |
| ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE THE CONTINUANCE OF THE COMPANY FROM THE CANADA BUSINESS CORPORATION ACT TO THE BRITISH COLUMBIA BUSINESS CORPORATIONS ACT. |
| M |
| FOR |
| NO |
| ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| IILG |
| 46113M108 |
| INTERVAL LEISURE GROUP, INC. |
| 5/21/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: CRAIG M. NASH, DAVID FLOWERS, VICTORIA L. FREED, GARY S. HOWARD, LEWIS J. KORMAN, THOMAS J. KUHN, THOMAS J. MCINERNEY, THOMAS P. MURPHY, JR., AND AVY H. STEIN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE THE INTERVAL LEISURE GROUP, INC. 2013 STOCK AND INCENTIVE COMPENSATION PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR INTERVAL LEISURE GROUP FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| OCR |
| 681904108 |
| OMNICARE, INC. |
| 5/22/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: JAMES D. SHELTON, STEVEN J. HEYER, JOHN L. WORKMAN, AMY WALLMAN, ANDREA R. LINDELL, BARRY SCHOCHET, MARK A. EMMERT, SAM R. LENO, AND JOHN L. BERNBACH. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| MLM |
| 573284106 |
| MARTIN MARIETTA MATERIALS, INC. |
| 5/23/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: C. HOWARD NYE, LAREE E. PEREZ, AND DENNIS L. REDIKER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO AMEND MARTIN MARIETTA MATERIALS, INC.’S ARTICLES OF INCORPORATION TO PROVIDE FOR MAJORITY VOTING IN DIRECTOR ELECTIONS OTHER THAN CONTESTED ELECTIONS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE COMPENSATION OF MARTIN MARIETTA MATERIALS, INC.’S NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| XOXO |
| 983772104 |
| XO GROUP INC. |
| 5/29/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: CHARLES BAKER AND PETER SACHSE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| FIS |
| 31620M106 |
| FIDELITY NATIONAL INFORMATION SERVICES, INC. |
| 5/29/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: STEPHAN A. JAMES, FRANK R. MARTIRE, GARY A. NORCROSS, AND JAMES B. STALLINGS, JR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY VOTE ON FIDELITY NATIONAL INFORMATION SERVICES, INC. EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE FIS 2008 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR. |
| M |
| FOR |
| YES |
| FOR |
PARTNERS VALUE FUND |
| 94904P609 |
| LMCA |
| 531229102 |
| LIBERTY MEDIA CORPORATION |
| 6/4/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: JOHN C. MALONE, ROBERT R. BENNETT, AND M. IAN G. GILCHRIST |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2013 INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2013 NONEMPLOYEE DIRECTOR INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| LINTA |
| 53071M104 |
| LIBERTY MEDIA CORPORATION - INTERACTIVE |
| 6/4/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: JOHN C. MALONE, M. IAN G. GILCHRIST, AND ANDREA L. WONG |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO ADOPT THE LIBERTY INTERACTIVE CORPORATION 2012 INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| GOOG |
| 38259P508 |
| GOOGLE, INC. |
| 6/6/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: LARRY PAGE, SERGEY BRIN, ERIC E. SCHMIDT, L. JOHN DOERR, DIANE B. GREENE, JOHN L. HENNESSY, ANN MATHER, PAUL S. OTELLINI, K. RAM SHRIRAM, AND SHIRLEY M. TILGHMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. A STOCKHOLDER PROPOSAL REGARDING A REPORT ON LEAD BATTERIES IN GOOGLE’S SUPPLY CHAIN, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. A STOCKHOLDER PROPOSAL REGARDING EXECUTIVE STOCK RETENTION, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. A STOCKHOLDER PROPOSAL REGARDING SUCCESSION PLANNING, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| LYV |
| 538034109 |
| LIVE NATION ENTERTAINMENT, INC. |
| 6/6/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: MARK CARLETON, MICHAEL RAPINO, AND MARK S. SHAPIRO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. MANAGEMENT PROPOSAL TO AMEND LIVE NATION ENTERTAINMENT’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE COMPANY’S CLASSIFIED BOARD OF DIRECTORS, TOGETHER WITH OTHER CONFORMING CHANGES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON THE COMPENSATION OF LIVE NATION ENTERTAINMENT NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS LIVE NATION ENTERTAINMENT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| TGT |
| 87612E106 |
| TARGET CORPORATION |
| 6/12/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: ROXANNE S. AUSTIN, DOUGLAS M. BAKER, JR., HENRIQUE DE CASTRO, CALVIN DARDEN, MARY N. DILLON, JAMES A. JOHNSON, MARY E. MINNICK, ANNE M. MULCAHY, DERICA W. RICE, GREGG W. STEINHAFEL, JOHN G. STUMPF, AND SOLOMON D. TRUJILLO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. COMPANY PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, OUR EXECUTIVE COMPENSATION (SAY-ON-PAY”).” |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. SHAREHOLDER PROPOSAL TO ADOPT A POLICY FOR AN INDEPENDENT CHAIRMAN. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL ON ELECTRONICS RECYCLING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| 94904P609 |
| CSTR |
| 19259P300 |
| COINSTAR, INC. |
| 6/27/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: NORA M. DENZEL AND RONALD B. WOODARD |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO OUTERWALL INC. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| DELL |
| 24702R101 |
| DELL, INC. |
| 7/13/2012 |
| Annual |
| 1. DIRECTORS RECOMMENDED: JAMES W. BREYER, DONALD J. CARTY, JANET F. CLARK, LAURA CONIGLIARO, MICHAEL S. DELL, KENNETH M. DUBERSTEIN, WILLIAM H. GRAY, III, GERALD J. KLEISTERLEE, KLAUS S. LUFT, ALEX J. MANDL, SHANTANU NARAYEN, AND H. ROSS PEROT, JR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS LLP AS DELL’S INDEPENDENT AUDITOR FOR FISCAL 2013 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. APPROVAL, ON AN ADVISORY BASIS, OF DELL’S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVAL OF THE DELL INC. 2012 LONG-TERM INCENTIVE PLAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| LINTA |
| 53071M104 |
| LIBERTY MEDIA CORPORATION - INTERACTIVE |
| 8/8/2012 |
| ANNUAL |
| 1. A PROPOSAL (THE TRACKING STOCK PROPOSAL) TO AMEND AND RESTATE OUR CERTIFICATE OF INCORPORATION TO CREATE A NEW TRACKING STOCK TO BE DESIGNATED THE LIBERTY VENTURES COMMON STOCK AND TO MAKE CERTAIN CONFORMING CHANGES TO OUR EXISTING LIBERTY INTERACTIVE COMMON STOCK. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO AUTHORIZE THE ADJOURNMENT OF THE ANNUAL MEETING BY LIBERTY INTERACTIVE CORPORATION TO PERMIT FURTHER SOLICITATION OF PROXIES, IF NECESSARY OR APPROPRIATE, IF SUFFICIENT VOTES ARE NOT REPRESENTED AT THE ANNUAL MEETING TO APPROVE THE TRACKING STOCK PROPOSAL. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. DIRECTORS RECOMMENDED: MICHAEL A. GEORGE, GREGORY B. MAFFEI, AND M. LAVOY ROBISON |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| ICON |
| 454055107 |
| ICONIX BRAND GROUP, INC. |
| 8/15/2012 |
| ANNUAL |
| 1. DIRECTORS RECOMMENDED: NEIL COLE, BARRY EMANUEL, DREW COHEN, F. PETER CUNEO, MARK FRIEDMAN, JAMES A. MARCUM, AND LAURENCE N. CHARNEY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE THE ADOPTION OF THE COMPANY’S AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| ORCL |
| 68389X105 |
| ORACLE CORPORATION |
| 11/7/2012 |
| ANNUAL |
| 1. DIRECTORS RECOMMENDED: JEFFREY S. BERG, H. RAYMOND BINGHAM, MICHAEL J. BOSKIN, SAFRA A. CATZ, BRUCE R. CHIZEN, GEORGE H. CONRADES, LAWRENCE J. ELLISON, HECTOR GARCIA-MOLINA, JEFFREY O. HENLEY, MARK V. HURD, DONALD L. LUCAS, AND NAOMI O. SELIGMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. APPROVAL OF INCREASE IN SHARES UNDER THE DIRECTORS’ STOCK PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. STOCKHOLDER PROPOSAL REGARDING MULTIPLE PERFORMANCE METRICS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. STOCKHOLDER PROPOSAL REGARDING EQUITY RETENTION POLICY. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. STOCKHOLDER PROPOSAL REGARDING EQUITY ACCELERATION UPON A CHANGE IN CONTROL OF ORACLE. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| MSFT |
| 594918104 |
| MICROSOFT CORPORATION |
| 11/28/2012 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: STEVEN A. BALLMER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. ELECTION OF DIRECTOR: DINA DUBLON |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ELECTION OF DIRECTOR: WILLIAM H. GATES III |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. ELECTION OF DIRECTOR: MARIA M. KLAWE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. ELECTION OF DIRECTOR: STEPHEN J. LUCZO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. ELECTION OF DIRECTOR: DAVID F. MARQUARDT |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. ELECTION OF DIRECTOR: CHARLES H. NOSKI |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. ELECTION OF DIRECTOR: HELMUT PANKE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9. ELECTION OF DIRECTOR: JOHN W. THOMPSON |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10. ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 11. APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 12. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2013 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 13. SHAREHOLDER PROPOSAL - ADOPT CUMULATIVE VOTING |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| ACN |
| G1151C101 |
| ACCENTURE PLC |
| 2/6/2013 |
| Annual |
| 1. ACCEPTANCE, IN A NON-BINDING VOTE, OF THE FINANCIAL STATEMENTS FOR THE TWELVE MONTH PERIOD ENDED AUGUST 31, 2012 AS PRESENTED |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RE-APPOINTMENT OF THE DIRECTORS: WILLIAM L. KIMSEY, ROBERT I. LIPP, PIERRE NANTERME, GILLES C. PELISSON, AND WULF VON SCHIMMELMANN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION, IN A NON-BINDING VOTE, OF APPOINTMENT OF KPMG AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR AND AUTHORIZATION, IN A BINDING VOTE, OF THE BOARD, ACTING THROUGH THE AUDIT COMMITTEE, TO DETERMINE KPMG’S REMUNERATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVAL, IN A NON-BINDING VOTE, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. APPROVAL OF AN AMENDMENT TO THE ACCENTURE PLC 2010 SHARE INCENTIVE PLAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. AUTHORIZATION TO HOLD THE 2014 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ACCENTURE PLC AT A LOCATION OUTSIDE OF IRELAND |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. AUTHORIZATION OF ACCENTURE TO MAKE OPEN-MARKET PURCHASES OF ACCENTURE PLC CLASS A ORDINARY SHARES |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. DETERMINATION OF THE PRICE RANGE AT WHICH ACCENTURE PLC CAN RE-ISSUE SHARES THAT IT ACQUIRES AS TREASURY STOCK |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9. SHAREHOLDER PROPOSAL: REPORT ON LOBBYING PRACTICES |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| AAPL |
| 37833100 |
| APPLE INC. |
| 2/27/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: WILLIAM CAMPBELL, TIMOTHY COOK, MILLARD DREXLER, AL GORE, ROBERT IGER, ANDREA JUNG, ARTHUR LEVINSON, AND RONALD SUGAR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. AMENDMENT OF APPLE’S RESTATED ARTICLES OF INCORPORATION TO (I) ELIMINATE CERTAIN LANGUAGE RELATING TO TERM OF OFFICE OF DIRECTORS IN ORDER TO FACILITATE THE ADOPTION OF MAJORITY VOTING FOR ELECTION OF DIRECTORS, (II) ELIMINATE BLANK CHECK PREFERRED STOCK, (III) ESTABLISH A PAR VALUE FOR COMPANY’S COMMON STOCK OF $0.00001 PER SHARE AND (IV) MAKE OTHER CHANGES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. A NON-BINDING ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. A SHAREHOLDER PROPOSAL ENTITLED EXECUTIVES TO RETAIN SIGNIFICANT STOCK.”“ |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. A SHAREHOLDER PROPOSAL ENTITLED BOARD COMMITTEE ON HUMAN RIGHTS.”“ |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| DIS |
| 254687106 |
| THE WALT DISNEY COMPANY |
| 3/6/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: SUSAN E. ARNOLD, JOHN S. CHEN, JUDITH L. ESTRIN, ROBERT A. IGER, FRED H. LANGHAMMER, AYLWIN B. LEWIS, MONICA C. LOZANO, ROBERT W. MATSCHULLAT, SHERYL K. SANDBERG, AND ORIN C. SMITH |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S REGISTERED PUBLIC ACCOUNTANTS FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE THE TERMS OF THE COMPANY’S AMENDED AND RESTATED 2002 EXECUTIVE PERFORMANCE PLAN, AS AMENDED. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO PROXY ACCESS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO FUTURE SEPARATION OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| HPQ |
| 428236103 |
| HEWLETT-PACKARD COMPANY |
| 3/20/2013 |
| Annual |
| 1A. ELECTION OF DIRECTOR: M.L. ANDREESSEN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1B. ELECTION OF DIRECTOR: S. BANERJI |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1C. ELECTION OF DIRECTOR: R.L. GUPTA |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1D. ELECTION OF DIRECTOR: J.H. HAMMERGREN |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1E. ELECTION OF DIRECTOR: R.J. LANE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1F. ELECTION OF DIRECTOR: A.M. LIVERMORE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1G. ELECTION OF DIRECTOR: G.M. REINER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1H. ELECTION OF DIRECTOR: P.F. RUSSO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1I. ELECTION OF DIRECTOR: G.K. THOMPSON |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1J. ELECTION OF DIRECTOR: M.C. WHITMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1K. ELECTION OF DIRECTOR: R.V. WHITWORTH |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. AMEND HP’S AMENDED AND RESTATED BYLAWS TO PERMIT STOCKHOLDER PROXY ACCESS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. APPROVAL OF THE SECOND AMENDED AND RESTATED HEWLETT-PACKARD COMPANY 2004 STOCK INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. STOCKHOLDER PROPOSAL RELATING TO THE FORMATION OF A HUMAN RIGHTS COMMITTEE. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. STOCKHOLDER PROPOSAL ENTITLED 2013 HEWLETT-PACKARD RESOLUTION ON HUMAN RIGHTS POLICY.”“ |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. STOCKHOLDER PROPOSAL ENTITLED EXECUTIVES TO RETAIN SIGNIFICANT STOCK.”“ |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| TXN |
| 882508104 |
| TEXAS INSTRUMENTS INCORPORATED |
| 4/18/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: R.W. BABB, JR., M.A. BLINN, D.A. CARP, C.S. COX, P.H. PATSLEY, R.E. SANCHEZ, W.R. SANDERS, R.J. SIMMONS, R.K. TEMPLETON, AND C.T. WHITMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. BOARD PROPOSAL REGARDING ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| FLIR |
| 302445101 |
| FLIR SYSTEMS, INC. |
| 4/26/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: JOHN D. CARTER, MICHAEL T. SMITH, AND JOHN W. WOOD, JR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE AMENDMENTS TO THE COMPANY’S SECOND RESTATED ARTICLES OF INCORPORATION TO ELIMINATE CLASSIFICATION OF THE COMPANY’S BOARD OF DIRECTORS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE AMENDMENTS TO THE COMPANY’S SECOND RESTATED ARTICLES OF INCORPORATION TO ADOPT A MAJORITY VOTE STANDARD TO BE USED IN UNCONTESTED DIRECTOR ELECTIONS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| NCMI |
| 635309107 |
| NATIONAL CINEMEDIA, INC. |
| 5/1/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: AMY E. MILES, LEE ROY MITCHELL, AND CRAIG R. RAMSEY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE THE NATIONAL CINEMEDIA, INC. EXECUTIVE PERFORMANCE BONUS PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY APPROVAL OF NATIONAL CINEMEDIA, INC.’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE THE AMENDMENT TO THE NATIONAL CINEMEDIA, INC. 2007 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE AND TO APPROVE PERFORMANCE GOALS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS NATIONAL CINEMEDIA, INC.’S INDEPENDENT AUDITORS FOR THE 2013 FISCAL YEAR ENDING DECEMBER 26, 2013. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE AGAINST” THE FOLLOWING PROPOSAL.” |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. TO CONSIDER A STOCKHOLDER PROPOSAL REGARDING MAJORITY VOTING IN DIRECTOR ELECTIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| DTV |
| 25490A101 |
| DIRECTV |
| 5/2/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: NEIL AUSTRIAN, RALPH BOYD, JR., ABELARDO BRU, DAVID DILLON, SAMUEL DIPIAZZA, JR., DIXON DOLL, CHARLES LEE, PETER LUND, NANCY NEWCOMB, LORRIE NORRINGTON, AND MICHAEL WHITE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR DIRECTV FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. AN ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. SHAREHOLDER PROPOSAL TO PROHIBIT ACCELERATED VESTING OF EQUITY AWARDS UPON A CHANGE IN CONTROL. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL TO REQUIRE THAT AN INDEPENDENT BOARD MEMBER BE THE CHAIRMAN OF THE COMPANY. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. SHAREHOLDER PROPOSAL TO GRANT A RIGHT TO SHAREHOLDERS TO ACT BY WRITTEN CONSENT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| AVP |
| 54303102 |
| AVON PRODUCTS, INC. |
| 5/2/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: DOUGLAS R. CONANT, W. DON CORNWELL, V. ANN HAILEY, FRED HASSAN, MARIA ELENA LAGOMASINO, SHERI S. MCCOY, ANN S. MOORE, CHARLES H. NOSKI, GARY M. RODKIN, AND PAULA STERN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. APPROVAL OF 2013 STOCK INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVAL OF 2013 - 2017 EXECUTIVE INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. RESOLUTION REQUESTING A REPORT ON SUBSTITUTING SAFER ALTERNATIVES IN PERSONAL CARE PRODUCTS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| BRK/A |
| 84670108 |
| BERKSHIRE HATHAWAY, INC. |
| 5/4/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: WARREN E. BUFFETT, CHARLES T. MUNGER, HOWARD G. BUFFETT, STEPHEN B. BURKE, SUSAN L. DECKER, WILLIAM H. GATES III, DAVID S. GOTTESMAN, CHARLOTTE GUYMAN, DONALD R. KEOUGH, THOMAS S. MURPHY, RONALD L. OLSON, WALTER SCOTT, JR., AND MERYL B. WITMER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. SHAREHOLDER PROPOSAL REGARDING GREENHOUSE GAS AND OTHER AIR EMISSIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| ESI |
| 45068B109 |
| ITT EDUCATIONAL SERVICES, INC. |
| 5/7/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: JOHN F. COZZI, KEVIN M. MODANY, AND THOMAS I. MORGAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS ITT EDUCATIONAL SERVICES, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE THE ITT EDUCATIONAL SERVICES, INC. AMENDED AND RESTATED 2006 EQUITY COMPENSATION PLAN. |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| CVS |
| 126650100 |
| CVS CAREMARK CORPORATION |
| 5/9/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: C. DAVID BROWN II, DAVID W. DORMAN, ANNE M. FINUCANE, KRISTEN GIBNEY WILLIAMS, LARRY J. MERLO, JEAN-PIERRE MILLON, RICHARD J. SWIFT, WILLIAM C. WELDON, AND TONY L. WHITE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO RATIFY INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. AMEND THE COMPANY’S 2007 EMPLOYEE STOCK PURCHASE PLAN TO ADD SHARES TO THE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. AMEND THE COMPANY’S CHARTER TO REDUCE VOTING THRESHOLDS IN THE FAIR PRICE PROVISION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS AND EXPENDITURES. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. STOCKHOLDER PROPOSAL REGARDING POLICY ON ACCELERATED VESTING OF EQUITY AWARDS UPON A CHANGE IN CONTROL. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. STOCKHOLDER PROPOSAL REGARDING LOBBYING EXPENDITURES. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| ESRX |
| 30219G108 |
| EXPRESS SCRIPTS HOLDING COMPANY |
| 5/9/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: GARY G. BENANAV, MAURA C. BREEN, WILLIAM J. DELANEY, NICHOLAS J. LAHOWCHIC, THOMAS P. MAC MAHON, FRANK MERGENTHALER, WOODROW A. MYERS, JR., MD, JOHN O. PARKER, JR., GEORGE PAZ, WILLIAM L. ROPER, MD, MPH, SAMUEL K. SKINNER, AND SEYMOUR STERNBERG |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| APA |
| 37411105 |
| APACHE CORPORATION |
| 5/16/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: EUGENE C. FIEDOREK, CHANSOO JOUNG, AND WILLIAM C. MONTGOMERY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF ERNST & YOUNG LLP AS APACHE’S INDEPENDENT AUDITORS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE TO APPROVE THE COMPENSATION OF APACHE’S NAMED EXECUTIVE OFFICERS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVAL OF AMENDMENT TO APACHE’S 2011 OMNIBUS EQUITY COMPENSATION PLAN TO INCREASE THE NUMBER OF SHARES ISSUABLE UNDER THE PLAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. APPROVAL OF AMENDMENT OT APACHE’S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE APACHE’S CLASSIFIED BOARD OF DIRECTORS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| AON |
| 37389103 |
| AON CORPORATION |
| 5/17/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: LESTER B. KNIGHT, GREGORY C. CASE, FULVIO CONTI, CHERYL A. FRANCIS, EDGAR D. JANNOTTA, J. MICHAEL LOSH, ROBERT S. MORRISON, RICHARD B. MYERS, RICHARD C. NOTEBAERT, GLORIA SANTONA, AND CAROLYN Y. WOO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RECEIPT OF AON’S ANNUAL REPORT AND ACCOUNTS, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS FOR THE YEAR ENDED DECEMBER 31, 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS AON’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. RE-APPOINTMENT OF ERNST & YOUNG LLP AS AON’S U.K. STATUTORY AUDITOR UNDER THE COMPANIES ACT 2006. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DETERMINE THE REMUNERATION OF ERNST & YOUNG LLP. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. ADVISORY VOTE TO APPROVE THE DIRECTORS’ REMUNERATION REPORT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. APPROVAL OF THE AON PLC GLOBAL SHARE PURCHASE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| VRX |
| 91911K102 |
| VALEANT PHARMACEUTICALS INTERNATIONAL, INC |
| 5/21/2013 |
| ANNUAL |
| 1. DIRECTORS RECOMMENDED: RONALD H. FARMER, ROBERT A. INGRAM, THEO MELAS-KYRIAZI, MASON MORFIT, LAURENCE E. PAUL, MICHAEL PEARSON, ROBERT N. POWER, NORMA A. PROVENCIO, HOWARD B. SCHILLER, LLOYD M. SEGAL, AND KATHERINE B. STEVENSON |
| M |
| FOR |
| NO |
| ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. THE APPROVAL, IN AN ADVISORY RESOLUTION, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION, EXECUTIVE COMPENSATION TABLES AND ACCOMPANYING NARRATIVE DISCUSSIONS CONTAINED IN THE MANAGEMENT PROXY CIRCULAR AND PROXY STATEMENT |
| M |
| FOR |
| NO |
| ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPOINT PRICEWATERHOUSECOOPERS LLP (UNITED STATES) AS THE AUDITORS FOR THE COMPANY TO HOLD OFFICE UNTIL THE CLOSE OF THE 2014 ANNUAL MEETING OF SHAREHOLDERS AND TO AUTHORIZE THE COMPANY’S BOARD OF DIRECTORS TO FIX THE AUDITORS’ REMUNERATION. |
| M |
| FOR |
| NO |
| ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE THE CONTINUANCE OF THE COMPANY FROM THE CANADA BUSINESS CORPORATION ACT TO THE BRITISH COLUMBIA BUSINESS CORPORATIONS ACT. |
| M |
| FOR |
| NO |
| ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| IILG |
| 46113M108 |
| INTERVAL LEISURE GROUP, INC. |
| 5/21/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: CRAIG M. NASH, DAVID FLOWERS, VICTORIA L. FREED, GARY S. HOWARD, LEWIS J. KORMAN, THOMAS J. KUHN, THOMAS J. MCINERNEY, THOMAS P. MURPHY, JR., AND AVY H. STEIN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE THE INTERVAL LEISURE GROUP, INC. 2013 STOCK AND INCENTIVE COMPENSATION PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR INTERVAL LEISURE GROUP FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| OCR |
| 681904108 |
| OMNICARE, INC. |
| 5/22/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: JAMES D. SHELTON, STEVEN J. HEYER, JOHN L. WORKMAN, AMY WALLMAN, ANDREA R. LINDELL, BARRY SCHOCHET, MARK A. EMMERT, SAM R. LENO, AND JOHN L. BERNBACH. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| XOXO |
| 983772104 |
| XO GROUP INC. |
| 5/29/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: CHARLES BAKER AND PETER SACHSE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| FIS |
| 31620M106 |
| FIDELITY NATIONAL INFORMATION SERVICES, INC. |
| 5/29/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: STEPHAN A. JAMES, FRANK R. MARTIRE, GARY A. NORCROSS, AND JAMES B. STALLINGS, JR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY VOTE ON FIDELITY NATIONAL INFORMATION SERVICES, INC. EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE FIS 2008 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| FCN |
| 302941109 |
| FTI CONSULTING, INC |
| 6/5/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: BRENDA J. BACON, DENIS J. CALLAGHAN, CLAUDIO COSTAMAGNA, JAMES W. CROWNOVER, JACK B. DUNN, IV, VERNON ELLIS, GERARD E. HOLTHAUS, MARC HOLTZMAN, AND DENNIS J. SHAUGHNESSY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFY THE RETENTION OF KPMG LLP AS FTI CONSULTING, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY (NON-BINDING) VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE PROXY STATEMENT FOR THE 2013 ANNUAL MEETING OF STOCKHOLDERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| SAPE |
| 803062108 |
| SAPIENT CORPORATION |
| 6/6/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: JAMES M. BENSON, HERMANN BUERGER, JERRY A. GREENBERG, ALAN J. HERRICK, J. STUART MOORE, ROBERT L. ROSEN, EVA M. SAGE-GAVIN, ASHOK SHAH, AND VIJAY SINGAL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
RESEARCH FUND |
| 94904P880 |
| GOOG |
| 38259P508 |
| GOOGLE, INC. |
| 6/6/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: LARRY PAGE, SERGEY BRIN, ERIC E. SCHMIDT, L. JOHN DOERR, DIANE B. GREENE, JOHN L. HENNESSY, ANN MATHER, PAUL S. OTELLINI, K. RAM SHRIRAM, AND SHIRLEY M. TILGHMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. A STOCKHOLDER PROPOSAL REGARDING A REPORT ON LEAD BATTERIES IN GOOGLE’S SUPPLY CHAIN, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. A STOCKHOLDER PROPOSAL REGARDING EXECUTIVE STOCK RETENTION, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. A STOCKHOLDER PROPOSAL REGARDING SUCCESSION PLANNING, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| TGT |
| 87612E106 |
| TARGET CORPORATION |
| 6/12/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: ROXANNE S. AUSTIN, DOUGLAS M. BAKER, JR., HENRIQUE DE CASTRO, CALVIN DARDEN, MARY N. DILLON, JAMES A. JOHNSON, MARY E. MINNICK, ANNE M. MULCAHY, DERICA W. RICE, GREGG W. STEINHAFEL, JOHN G. STUMPF, AND SOLOMON D. TRUJILLO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. COMPANY PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, OUR EXECUTIVE COMPENSATION (SAY-ON-PAY”).” |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. SHAREHOLDER PROPOSAL TO ADOPT A POLICY FOR AN INDEPENDENT CHAIRMAN. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL ON ELECTRONICS RECYCLING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| 94904P880 |
| CSTR |
| 19259P300 |
| COINSTAR, INC. |
| 6/27/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: NORA M. DENZEL AND RONALD B. WOODARD |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO OUTERWALL INC. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHORT-INTERMEDIATE INCOME FUND |
| 94904P864 |
| RWT |
| 758075402 |
| REDWOOD TRUST, INC. |
| 5/16/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: RICHARD D. BAUM, MARIANN BYERWALTER, AND JEFFREY T. PERO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. AMENDMENT TO THE COMPANY’S CHARTER TO INCREASE THE NUMBER OF SHARES OF CAPITAL STOCK AUTHORIZED FOR ISSUANCE FROM 165 MILLION SHARES TO 180 MILLION SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. AMENDMENT AND RESTATEMENT OF THE 2002 INCENTIVE PLAN, INCLUDING AN AMENDMENT TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THAT PLAN BY 1,000,000 SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. AMENDMENT TO THE 2002 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR PURCHASE UNDER THAT PLAN BY 150,000 SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| DELL |
| 24702R101 |
| DELL, INC. |
| 7/13/2012 |
| Annual |
| 1. DIRECTORS RECOMMENDED: JAMES W. BREYER, DONALD J. CARTY, JANET F. CLARK, LAURA CONIGLIARO, MICHAEL S. DELL, KENNETH M. DUBERSTEIN, WILLIAM H. GRAY, III, GERALD J. KLEISTERLEE, KLAUS S. LUFT, ALEX J. MANDL, SHANTANU NARAYEN, AND H. ROSS PEROT, JR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS LLP AS DELL’S INDEPENDENT AUDITOR FOR FISCAL 2013 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. APPROVAL, ON AN ADVISORY BASIS, OF DELL’S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVAL OF THE DELL INC. 2012 LONG-TERM INCENTIVE PLAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| LINTA |
| 53071M104 |
| LIBERTY MEDIA CORPORATION - INTERACTIVE |
| 8/8/2012 |
| ANNUAL |
| 1. A PROPOSAL (THE TRACKING STOCK PROPOSAL) TO AMEND AND RESTATE OUR CERTIFICATE OF INCORPORATION TO CREATE A NEW TRACKING STOCK TO BE DESIGNATED THE LIBERTY VENTURES COMMON STOCK AND TO MAKE CERTAIN CONFORMING CHANGES TO OUR EXISTING LIBERTY INTERACTIVE COMMON STOCK. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO AUTHORIZE THE ADJOURNMENT OF THE ANNUAL MEETING BY LIBERTY INTERACTIVE CORPORATION TO PERMIT FURTHER SOLICITATION OF PROXIES, IF NECESSARY OR APPROPRIATE, IF SUFFICIENT VOTES ARE NOT REPRESENTED AT THE ANNUAL MEETING TO APPROVE THE TRACKING STOCK PROPOSAL. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. DIRECTORS RECOMMENDED: MICHAEL A. GEORGE, GREGORY B. MAFFEI, AND M. LAVOY ROBISON |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| TYC |
| H89128104 |
| TYCO INTERNATIONAL LTD. |
| 9/14/2012 |
| SPECIAL MEETING |
| 1. THE APPROVAL OF THE DISTRIBUTION OF SHARES OF ADT COMMON STOCK TO BE MADE IN THE FORM OF A SPECIAL DIVIDEND IN KIND OUT OF QUALIFYING CONTRIBUTED SURPLUS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. THE APPROVAL OF THE DISTRIBUTION OF TYCO FLOW CONTROL COMMON SHARES TO BE MADE IN THE FORM OF A SPECIAL DIVIDEND IN KIND OUT OF QUALIFYING CONTRIBUTED SURPLUS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. DIRECTORS RECOMMENDED: GEORGE R. OLIVER AND FRANK M. DRENDEL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. THE APPROVAL OF THE PAYMENT OF AN ORDINARY CASH DIVIDEND OUT OF QUALIFYING CONTRIBUTED SURPLUS IN THE AGGREGATE AMOUNT OF UP TO $0.30 PER SHARE. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. THE APPROVAL OF THE TYCO INTERNATIONAL LTD. 2012 STOCK AND INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| MOS |
| 61945C103 |
| THE MOSAIC COMPANY |
| 10/4/2012 |
| ANNUAL |
| 1. ELECTION OF DIRECTORS: PHYLLIS E. COCHRAN, GREGORY L. EBEL, ROBERT L. LUMPKINS, AND WILLIAM T. MONAHAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF ELECTION OF ONE DIRECTOR, HAROLD H. MACKAY. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT OUR FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDING MAY 31, 2013 AND THE EFFECTIVENESS OF INTERNAL CONTROL OVER FINANCIAL REPORTING AS OF MAY 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. A NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY”).” |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| DEO |
| 25243Q205 |
| DIAGEO PLC |
| 10/17/2012 |
| ANNUAL |
| 1. REPORT AND ACCOUNTS 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. DIRECTORS’ REMUNERATION REPORT 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. DECLARATION OF FINAL DIVIDEND. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. RE-ELECTION OF PB BRUZELIUS AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. RE-ELECTION OF LM DANON AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. RE-ELECTION OF LORD DAVIES AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION(CHAIRMAN OF THE COMMITTEE)) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. RE-ELECTION OF BD HOLDEN AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. RE-ELECTION OF DR FB HUMER AS A DIRECTOR. (NOMINATION COMMITTEE (CHAIRMAN OF THE COMMITTEE)) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9. RE-ELECTION OF D MAHLAN AS A DIRECTOR. (EXECUTIVE COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10. RE-ELECTION OF PG SCOTT AS A DIRECTOR. (AUDIT(CHAIRMAN OF THE COMMITTEE), NOMINATION, REMUNERATION COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 11. RE-ELECTION OF HT STITZER AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 12. RE-ELECTION OF PS WALSH AS A DIRECTOR. (EXECUTIVE COMMITTEE(CHAIRMAN OF THE COMMITTEE)) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 13. ELECTION OF HO KWONPING AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 14. ELECTION OF IM MENEZES AS A DIRECTOR. (EXECUTIVE COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 15. RE-APPOINTMENT OF AUDITOR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 16. REMUNERATION OF AUDITOR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 17. AUTHORITY TO ALLOT SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 18. DISAPPLICATION OF PRE-EMPTION RIGHTS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 19. AUTHORITY TO PURCHASE OWN ORDINARY SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 20. AUTHORITY TO MAKE POLITICAL DONATIONS AND/OR TO INCUR POLITICAL EXPENDITURE IN THE EU. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 21. REDUCED NOTICE OF A GENERAL MEETING OTHER THAN AN ANNUAL GENERAL MEETING. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| MSFT |
| 594918104 |
| MICROSOFT CORPORATION |
| 11/28/2012 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: STEVEN A. BALLMER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. ELECTION OF DIRECTOR: DINA DUBLON |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ELECTION OF DIRECTOR: WILLIAM H. GATES III |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. ELECTION OF DIRECTOR: MARIA M. KLAWE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. ELECTION OF DIRECTOR: STEPHEN J. LUCZO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. ELECTION OF DIRECTOR: DAVID F. MARQUARDT |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. ELECTION OF DIRECTOR: CHARLES H. NOSKI |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. ELECTION OF DIRECTOR: HELMUT PANKE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9. ELECTION OF DIRECTOR: JOHN W. THOMPSON |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10. ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 11. APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 12. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2013 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 13. SHAREHOLDER PROPOSAL - ADOPT CUMULATIVE VOTING |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| ACN |
| G1151C101 |
| ACCENTURE PLC |
| 2/6/2013 |
| Annual |
| 1. ACCEPTANCE, IN A NON-BINDING VOTE, OF THE FINANCIAL STATEMENTS FOR THE TWELVE MONTH PERIOD ENDED AUGUST 31, 2012 AS PRESENTED |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RE-APPOINTMENT OF THE DIRECTORS: WILLIAM L. KIMSEY, ROBERT I. LIPP, PIERRE NANTERME, GILLES C. PELISSON, AND WULF VON SCHIMMELMANN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION, IN A NON-BINDING VOTE, OF APPOINTMENT OF KPMG AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR AND AUTHORIZATION, IN A BINDING VOTE, OF THE BOARD, ACTING THROUGH THE AUDIT COMMITTEE, TO DETERMINE KPMG’S REMUNERATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVAL, IN A NON-BINDING VOTE, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. APPROVAL OF AN AMENDMENT TO THE ACCENTURE PLC 2010 SHARE INCENTIVE PLAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. AUTHORIZATION TO HOLD THE 2014 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ACCENTURE PLC AT A LOCATION OUTSIDE OF IRELAND |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. AUTHORIZATION OF ACCENTURE TO MAKE OPEN-MARKET PURCHASES OF ACCENTURE PLC CLASS A ORDINARY SHARES |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. DETERMINATION OF THE PRICE RANGE AT WHICH ACCENTURE PLC CAN RE-ISSUE SHARES THAT IT ACQUIRES AS TREASURY STOCK |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9. SHAREHOLDER PROPOSAL: REPORT ON LOBBYING PRACTICES |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| DIS |
| 254687106 |
| THE WALT DISNEY COMPANY |
| 3/6/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: SUSAN E. ARNOLD, JOHN S. CHEN, JUDITH L. ESTRIN, ROBERT A. IGER, FRED H. LANGHAMMER, AYLWIN B. LEWIS, MONICA C. LOZANO, ROBERT W. MATSCHULLAT, SHERYL K. SANDBERG, AND ORIN C. SMITH |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S REGISTERED PUBLIC ACCOUNTANTS FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE THE TERMS OF THE COMPANY’S AMENDED AND RESTATED 2002 EXECUTIVE PERFORMANCE PLAN, AS AMENDED. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO PROXY ACCESS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO FUTURE SEPARATION OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| HPQ |
| 428236103 |
| HEWLETT-PACKARD COMPANY |
| 3/20/2013 |
| Annual |
| 1A. ELECTION OF DIRECTOR: M.L. ANDREESSEN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1B. ELECTION OF DIRECTOR: S. BANERJI |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1C. ELECTION OF DIRECTOR: R.L. GUPTA |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1D. ELECTION OF DIRECTOR: J.H. HAMMERGREN |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1E. ELECTION OF DIRECTOR: R.J. LANE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1F. ELECTION OF DIRECTOR: A.M. LIVERMORE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1G. ELECTION OF DIRECTOR: G.M. REINER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1H. ELECTION OF DIRECTOR: P.F. RUSSO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1I. ELECTION OF DIRECTOR: G.K. THOMPSON |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1J. ELECTION OF DIRECTOR: M.C. WHITMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1K. ELECTION OF DIRECTOR: R.V. WHITWORTH |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. AMEND HP’S AMENDED AND RESTATED BYLAWS TO PERMIT STOCKHOLDER PROXY ACCESS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. APPROVAL OF THE SECOND AMENDED AND RESTATED HEWLETT-PACKARD COMPANY 2004 STOCK INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. STOCKHOLDER PROPOSAL RELATING TO THE FORMATION OF A HUMAN RIGHTS COMMITTEE. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. STOCKHOLDER PROPOSAL ENTITLED 2013 HEWLETT-PACKARD RESOLUTION ON HUMAN RIGHTS POLICY.”“ |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. STOCKHOLDER PROPOSAL ENTITLED EXECUTIVES TO RETAIN SIGNIFICANT STOCK.”“ |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| TXN |
| 882508104 |
| TEXAS INSTRUMENTS INCORPORATED |
| 4/18/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: R.W. BABB, JR., M.A. BLINN, D.A. CARP, C.S. COX, P.H. PATSLEY, R.E. SANCHEZ, W.R. SANDERS, R.J. SIMMONS, R.K. TEMPLETON, AND C.T. WHITMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. BOARD PROPOSAL REGARDING ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| PX |
| 74005P104 |
| PRAXAIR, INC. |
| 4/23/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: STEPHEN F. ANGEL, OSCAR BERNARDES, BRET K. CLAYTON, NANCE K. DICCIANI, EDWARD G. GALANTE, CLAIRE W. GARGALLI, IRA D. HALL, RAYMOND W. LEBOEUF, LARRY D. MCVAY, WAYNE T. SMITH, AND ROBERT L. WOOD |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, ON AN ADVISORY AND NON-BINDING BASIS, THE COMPENSATION OF PRAXAIR’S NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. A SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE APPOINTMENT OF THE INDEPENDENT AUDITOR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| WFC |
| 949746101 |
| WELLS FARGO & COMPANY |
| 4/23/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: JOHN D. BAKER II, ELAINE L. CHAO, JOHN S. CHEN, LLOYD H. DEAN, SUSAN E. ENGEL, ENRIQUE HERNANDEZ, JR., DONALD M. JAMES, CYNTHIA H. MILLIGAN, FEDERICO F. PENA, HOWARD V. RICHARDSON, JUDITH M. RUNSTAD, STEPHEN W. SANGER, JOHN G. STUMPF, AND SUSAN G. SWENSON |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. PROPOSAL TO APPROVE THE COMPANY’S AMENDED AND RESTATED LONG-TERM INCENTIVE COMPENSATION PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. STOCKHOLDER PROPOSAL TO ADOPT A POLICY REQUIRING AN INDEPENDENT CHAIRMAN. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. STOCKHOLDER PROPOSAL TO PROVIDE A REPORT ON THE COMPANY’S LOBBYING POLICIES AND PRACTICES. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. STOCKHOLDER PROPOSAL TO REVIEW AND REPORT ON INTERNAL CONTROLS OVER THE COMPANY’S MORTGAGE SERVICING AND FORECLOSURE PRACTICES. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| UPS |
| 911312106 |
| UNITED PARCEL SERVICE, INC. |
| 5/2/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: F. DUANE ACKERMAN, MICHAEL J. BURNS, D. SCOTT DAVIS, STUART E. EIZENSTAT, MICHAEL L. ESKEW, WILLIAM R. JOHNSON, CANDACE KENDLE, ANN M. LIVERMORE, RUDY H.P. MARKHAM, CLARK T. RANDT, JR., CAROL B. TOME, AND KEVIN M. WARSH |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS UPS’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. SHAREOWNER PROPOSAL ON LOBBYING DISCLOSURE. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. SHAREOWNER PROPOSAL TO REDUCE THE VOTING POWER OF CLASS A STOCK FROM 10 VOTES PER SHARE TO ONE VOTE PER SHARE. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| DTV |
| 25490A101 |
| DIRECTV |
| 5/2/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: NEIL AUSTRIAN, RALPH BOYD, JR., ABELARDO BRU, DAVID DILLON, SAMUEL DIPIAZZA, JR., DIXON DOLL, CHARLES LEE, PETER LUND, NANCY NEWCOMB, LORRIE NORRINGTON, AND MICHAEL WHITE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR DIRECTV FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. AN ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. SHAREHOLDER PROPOSAL TO PROHIBIT ACCELERATED VESTING OF EQUITY AWARDS UPON A CHANGE IN CONTROL. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL TO REQUIRE THAT AN INDEPENDENT BOARD MEMBER BE THE CHAIRMAN OF THE COMPANY. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. SHAREHOLDER PROPOSAL TO GRANT A RIGHT TO SHAREHOLDERS TO ACT BY WRITTEN CONSENT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| BRK/A |
| 84670108 |
| BERKSHIRE HATHAWAY, INC. |
| 5/4/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: WARREN E. BUFFETT, CHARLES T. MUNGER, HOWARD G. BUFFETT, STEPHEN B. BURKE, SUSAN L. DECKER, WILLIAM H. GATES III, DAVID S. GOTTESMAN, CHARLOTTE GUYMAN, DONALD R. KEOUGH, THOMAS S. MURPHY, RONALD L. OLSON, WALTER SCOTT, JR., AND MERYL B. WITMER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. SHAREHOLDER PROPOSAL REGARDING GREENHOUSE GAS AND OTHER AIR EMISSIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| CVS |
| 126650100 |
| CVS CAREMARK CORPORATION |
| 5/9/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: C. DAVID BROWN II, DAVID W. DORMAN, ANNE M. FINUCANE, KRISTEN GIBNEY WILLIAMS, LARRY J. MERLO, JEAN-PIERRE MILLON, RICHARD J. SWIFT, WILLIAM C. WELDON, AND TONY L. WHITE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO RATIFY INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. AMEND THE COMPANY’S 2007 EMPLOYEE STOCK PURCHASE PLAN TO ADD SHARES TO THE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. AMEND THE COMPANY’S CHARTER TO REDUCE VOTING THRESHOLDS IN THE FAIR PRICE PROVISION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS AND EXPENDITURES. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. STOCKHOLDER PROPOSAL REGARDING POLICY ON ACCELERATED VESTING OF EQUITY AWARDS UPON A CHANGE IN CONTROL. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. STOCKHOLDER PROPOSAL REGARDING LOBBYING EXPENDITURES. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| ESRX |
| 30219G108 |
| EXPRESS SCRIPTS HOLDING COMPANY |
| 5/9/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: GARY G. BENANAV, MAURA C. BREEN, WILLIAM J. DELANEY, NICHOLAS J. LAHOWCHIC, THOMAS P. MAC MAHON, FRANK MERGENTHALER, WOODROW A. MYERS, JR., MD, JOHN O. PARKER, JR., GEORGE PAZ, WILLIAM L. ROPER, MD, MPH, SAMUEL K. SKINNER, AND SEYMOUR STERNBERG |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| APA |
| 37411105 |
| APACHE CORPORATION |
| 5/16/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: EUGENE C. FIEDOREK, CHANSOO JOUNG, AND WILLIAM C. MONTGOMERY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF ERNST & YOUNG LLP AS APACHE’S INDEPENDENT AUDITORS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE TO APPROVE THE COMPENSATION OF APACHE’S NAMED EXECUTIVE OFFICERS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVAL OF AMENDMENT TO APACHE’S 2011 OMNIBUS EQUITY COMPENSATION PLAN TO INCREASE THE NUMBER OF SHARES ISSUABLE UNDER THE PLAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. APPROVAL OF AMENDMENT OT APACHE’S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE APACHE’S CLASSIFIED BOARD OF DIRECTORS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| AON |
| 37389103 |
| AON CORPORATION |
| 5/17/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: LESTER B. KNIGHT, GREGORY C. CASE, FULVIO CONTI, CHERYL A. FRANCIS, EDGAR D. JANNOTTA, J. MICHAEL LOSH, ROBERT S. MORRISON, RICHARD B. MYERS, RICHARD C. NOTEBAERT, GLORIA SANTONA, AND CAROLYN Y. WOO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RECEIPT OF AON’S ANNUAL REPORT AND ACCOUNTS, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS FOR THE YEAR ENDED DECEMBER 31, 2012. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS AON’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. RE-APPOINTMENT OF ERNST & YOUNG LLP AS AON’S U.K. STATUTORY AUDITOR UNDER THE COMPANIES ACT 2006. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DETERMINE THE REMUNERATION OF ERNST & YOUNG LLP. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7. ADVISORY VOTE TO APPROVE THE DIRECTORS’ REMUNERATION REPORT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8. APPROVAL OF THE AON PLC GLOBAL SHARE PURCHASE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| SWN |
| 845467109 |
| SOUTHWESTERN ENERGY COMPANY |
| 5/21/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: JOHN D. GASS, CATHERINE A. KEHR, GREG D. KERLEY, HAROLD M. KORELL, VELLO A. KUUSKRAA, KENNETH R. MOURTON, STEVEN L. MUELLER, ELLIOTT PEW, AND ALAN H. STEVENS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO RATIFY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. PROPOSAL TO APPROVE OUR 2013 INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
VALUE FUND |
| 94904P203 |
| OMC |
| 681919106 |
| OMNICOM GROUP INC. |
| 5/21/2013 |
| Annual |
| 1A. ELECTION OF DIRECTOR: JOHN D. WREN |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1B. ELECTION OF DIRECTOR: BRUCE CRAWFORD |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1C. ELECTION OF DIRECTOR: ALAN R. BATKIN |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1D. ELECTION OF DIRECTOR: MARY C. CHOKSI |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1E. ELECTION OF DIRECTOR: ROBERT CHARLES CLARK |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1F. ELECTION OF DIRECTOR: LEONARD S. COLEMAN, JR. |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1G. ELECTION OF DIRECTOR: ERROL M. COOK |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1H. ELECTION OF DIRECTOR: SUSAN S. DENISON |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1I. ELECTION OF DIRECTOR: MICHAEL A. HENNING |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1J. ELECTION OF DIRECTOR: JOHN R. MURPHY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| IK. ELECTION OF DIRECTOR: JOHN R. PURCELL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1L. ELECTION OF DIRECTOR: LINDA JOHNSON RICE |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1M. ELECTION OF DIRECTOR: GARY L. ROUBOS |
| M |
| FOR |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE 2013 FISCAL YEAR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. COMPANY PROPOSAL TO APPROVE THE OMNICOM GROUP INC. 2013 INCENTIVE AWARD PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. ADVISORY VOTE ON THE COMPANY’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL REGARDING ANNUAL DISCLOSURE OF EEO-1 DATA. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. SHAREHOLDER PROPOSAL REGARDING STOCK RETENTION. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| VRX |
| 91911K102 |
| VALEANT PHARMACEUTICALS INTERNATIONAL, INC |
| 5/21/2013 |
| ANNUAL |
| 1. DIRECTORS RECOMMENDED: RONALD H. FARMER, ROBERT A. INGRAM, THEO MELAS-KYRIAZI, MASON MORFIT, LAURENCE E. PAUL, MICHAEL PEARSON, ROBERT N. POWER, NORMA A. PROVENCIO, HOWARD B. SCHILLER, LLOYD M. SEGAL, AND KATHERINE B. STEVENSON |
| M |
| FOR |
| NO |
| ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. THE APPROVAL, IN AN ADVISORY RESOLUTION, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION, EXECUTIVE COMPENSATION TABLES AND ACCOMPANYING NARRATIVE DISCUSSIONS CONTAINED IN THE MANAGEMENT PROXY CIRCULAR AND PROXY STATEMENT |
| M |
| FOR |
| NO |
| ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPOINT PRICEWATERHOUSECOOPERS LLP (UNITED STATES) AS THE AUDITORS FOR THE COMPANY TO HOLD OFFICE UNTIL THE CLOSE OF THE 2014 ANNUAL MEETING OF SHAREHOLDERS AND TO AUTHORIZE THE COMPANY’S BOARD OF DIRECTORS TO FIX THE AUDITORS’ REMUNERATION. |
| M |
| FOR |
| NO |
| ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE THE CONTINUANCE OF THE COMPANY FROM THE CANADA BUSINESS CORPORATION ACT TO THE BRITISH COLUMBIA BUSINESS CORPORATIONS ACT. |
| M |
| FOR |
| NO |
| ABSTAIN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| RRC |
| 75281A109 |
| RANGE RESOURCES CORPORATION |
| 5/22/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: ANTHONY V. DUB, V. RICHARD EALES, ALLEN FINKELSON, JAMES M. FUNK, JONATHAN S. LINKER, MARY RALPH LOWE, KEVIN S. MCCARTHY, JOHN H. PINKERTON, AND JEFFREY L. VENTURA. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO APPROVE THE COMPENSATION PHILOSOPHY, POLICIES, AND PROCEDURES DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. STOCKHOLDER PROPOSAL - A PROPOSAL REQUESTING A REPORT REGARDING FUGITIVE METHANE EMISSIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| MLM |
| 573284106 |
| MARTIN MARIETTA MATERIALS, INC. |
| 5/23/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: C. HOWARD NYE, LAREE E. PEREZ, AND DENNIS L. REDIKER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. TO AMEND MARTIN MARIETTA MATERIALS, INC.’S ARTICLES OF INCORPORATION TO PROVIDE FOR MAJORITY VOTING IN DIRECTOR ELECTIONS OTHER THAN CONTESTED ELECTIONS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE COMPENSATION OF MARTIN MARIETTA MATERIALS, INC.’S NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| FIS |
| 31620M106 |
| FIDELITY NATIONAL INFORMATION SERVICES, INC. |
| 5/29/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: STEPHAN A. JAMES, FRANK R. MARTIRE, GARY A. NORCROSS, AND JAMES B. STALLINGS, JR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY VOTE ON FIDELITY NATIONAL INFORMATION SERVICES, INC. EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE FIS 2008 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| LINTA |
| 53071M104 |
| LIBERTY MEDIA CORPORATION - INTERACTIVE |
| 6/4/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: JOHN C. MALONE, M. IAN G. GILCHRIST, AND ANDREA L. WONG |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO ADOPT THE LIBERTY INTERACTIVE CORPORATION 2012 INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| GOOG |
| 38259P508 |
| GOOGLE, INC. |
| 6/6/2013 |
| Annual |
| 1. DIRECTORS RECOMMENDED: LARRY PAGE, SERGEY BRIN, ERIC E. SCHMIDT, L. JOHN DOERR, DIANE B. GREENE, JOHN L. HENNESSY, ANN MATHER, PAUL S. OTELLINI, K. RAM SHRIRAM, AND SHIRLEY M. TILGHMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. A STOCKHOLDER PROPOSAL REGARDING A REPORT ON LEAD BATTERIES IN GOOGLE’S SUPPLY CHAIN, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. A STOCKHOLDER PROPOSAL REGARDING EXECUTIVE STOCK RETENTION, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. A STOCKHOLDER PROPOSAL REGARDING SUCCESSION PLANNING, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| 94904P203 |
| TGT |
| 87612E106 |
| TARGET CORPORATION |
| 6/12/2013 |
| Annual |
| 1. ELECTION OF DIRECTORS: ROXANNE S. AUSTIN, DOUGLAS M. BAKER, JR., HENRIQUE DE CASTRO, CALVIN DARDEN, MARY N. DILLON, JAMES A. JOHNSON, MARY E. MINNICK, ANNE M. MULCAHY, DERICA W. RICE, GREGG W. STEINHAFEL, JOHN G. STUMPF, AND SOLOMON D. TRUJILLO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2. COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3. COMPANY PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, OUR EXECUTIVE COMPENSATION (SAY-ON-PAY”).” |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4. SHAREHOLDER PROPOSAL TO ADOPT A POLICY FOR AN INDEPENDENT CHAIRMAN. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL ON ELECTRONICS RECYCLING. |
| S |
| AGAINST |
| YES |
| AGAINST |
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) | The Weitz Funds | ||
| |||
By (Signature and Title)* | /s/ Wallace R. Weitz | ||
| Wallace R. Weitz, President | ||
Date | July 26, 2013 | ||
* Print the name and title of each signing officer under his or her signature.